Common use of Debt Clause in Contracts

Debt. Neither the Company nor any of its Subsidiaries shall directly or indirectly create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Debt, except: (a) the Secured Obligations; (b) Permitted Existing Debt and Permitted Refinancing Debt; (c) Debt in respect of obligations secured by Customary Permitted Liens; (d) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries in the ordinary course of business; (i) Debt incurred by the Company to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) Debt incurred by the Company pursuant to this Agreement and the Notes; and (k) additional unsecured Debt in an aggregate amount at any time outstanding not exceeding $25,000,000.

Debt. Neither the Company (a) The Borrower shall not, nor shall it permit any of its Subsidiaries shall directly or indirectly Guarantor to, create, incur, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, exceptDebt other than: (ai) Debt under the Secured ObligationsLoan Documents; (bii) Permitted Existing Debt outstanding on the Closing Date and Permitted Refinancing Debtdescribed on Schedule 7.01(a) (including any extensions or renewals thereof provided that there is no increase in the principal amount thereof); (ciii) Debt in respect of obligations secured by Customary Permitted Liens; (d) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary to the Company Hedging Agreement with a Lender or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash Affiliate of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries Lender entered into in the ordinary course of businessbusiness to manage foreign currency or interest rate risk for the Borrower or any Loan Party; (iv) Debt scheduled to mature after the Revolving Credit Maturity Date and the Term Loan Maturity Date; (v) Debt of the Borrower to any Subsidiary or Debt of any Subsidiary to the Borrower or any other Subsidiary; (vi) Debt (including, without limitation, Capitalized Lease Obligations) secured by Liens described in clause (h) of the definition of Permitted Liens in an aggregate principal amount not to exceed Twenty Million and 00/100 Dollars ($20,000,000.00); (vii) Debt that is convertible into equity interests of the Borrower, issued either pursuant to public issuances or private placements, and whether or not maturing prior to or after the later of the Revolving Credit Maturity Date and the Term Loan Maturity Date; provided that the holders of such Debt have no right to cause such Debt to be purchased, redeemed or otherwise repaid (in whole or in part) in cash prior to the Revolving Credit Maturity Date or the Term Loan Maturity Date. so long as (x) no Event of Default shall have occurred and be continuing at the time of the incurrence of such Debt or would result from the incurrence of such Debt and (y) after giving effect to the incurrence of such Debt, on a pro forma basis as if such incurrence of such Debt had occurred on the first (1st) day of the twelve-month period ending on the last day of the Borrower’s most recently completed fiscal quarter, the Borrower shall be in compliance with the financial covenants set forth in Section 7.04. (b) The Borrower shall not permit any of its Subsidiaries that is not a Guarantor, to create, incur, assume or suffer to exist any Debt other than: (i) Debt incurred by the Company of such Subsidiary to the seller in Borrower or any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holdersother Subsidiary; (jii) Debt incurred by existing on the Company pursuant to this Agreement Closing Date and described on Schedule 7.01(b) (including any extensions or renewals thereof provided that there is no increase in the Notesprincipal amount thereof and including any additional advances under the Investment Quebec Facility so long as such advances do not exceed Five Million One Hundred Seventy-Five Thousand and 00/100 Canadian Dollars (CDN $5,175,000.00)); and (kiii) additional unsecured Additional Debt in an aggregate principal amount not to exceed five percent (5%) of Consolidated Net Tangible Assets at any time outstanding not exceeding $25,000,000.outstanding; so long as (x) no Event of Default shall have occurred and be continuing at the time of the incurrence of such Debt or would result from the incurrence of such Debt and (y) after giving effect to the incurrence of such Debt, on a pro forma basis as if such incurrence of such Debt had occurred on the first (1st) day of the twelve-month period ending on the last day of the Borrower’s most recently completed fiscal quarter, the Borrower shall be in compliance with the financial covenants set forth in Section 7.04

Debt. Neither the Company The Borrower shall not, nor shall it permit any of its Subsidiaries shall directly or indirectly to, create, assume, incur, assume suffer to exist, or otherwise in any manner become liable, directly, indirectly, or remain directly or indirectly liable with contingently in respect to of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) the Secured ObligationsObligations and the Debt outstanding under the Bilateral Agreement; (b) Permitted Existing intercompany Debt and Permitted Refinancing Debtincurred in the ordinary course of business 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 respect the form of obligations secured accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case are not more than 90 days past due, in each case incurred in the ordinary course of business, as presently conducted, unless contested in good faith and by Customary Permitted Liensappropriate proceedings; (d) Debt constituting Contingent Obligations permitted by Section 10.5purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $1,000,000 at any time; provided neither the Borrower nor any Subsidiary of the Borrower may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash secured by Liens of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any timetype described in Section 6.2(f); (f) Debt existing on the Effective Date and set forth in respect Schedule 6.1; provided that, (i) the Borrower shall not amend the maturity date thereof to a date that is at or earlier than the scheduled Maturity Date, (ii) the Borrower shall not make any prepayments thereof other than as expressly provided by the terms thereof existing on the date hereof, and (ii) the amount of Hedging Obligations permitted under Section 10.15such Debt may not be increased other than as a result of fees and expenses reasonably incurred in connection with any refinancing, refunding, renewal, or extension thereof; (g) secured Debt represented by the Convertible Senior Notes pursuant to the Indenture and the subsidiary guarantees thereof pursuant to the Indenture; provided that (i) all of such Debt shall have been issued under the initial issuance thereof or unsecured purchase money under the over-allotment option exercised by the underwriters thereof, (ii) immediately before and immediately after giving effect to the issuance of such Debt, no Default or Event of Default shall have occurred or be continuing, and (iii) such Debt shall not have (A) any affirmative or negative covenant (including Capital Leasesfinancial covenants) incurred by that is more restrictive than those set forth in this Agreement, provided that the Company 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 (h), (B) any restriction on the ability of the Borrower or any of its Subsidiaries after to enter into or amend, modify, restate or otherwise supplement this Agreement or the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrenceother Credit Documents, (2C) any collateral or other security for such Debt has Indebtedness, (D) any restrictions on the ability of any Subsidiary of the Borrower to guarantee the Secured Obligations, (E) any restrictions on the ability of any Subsidiary or the Borrower to pledge assets as collateral security for the Secured Obligations or (F) a scheduled maturity and date that is not due on demandearlier than June 30, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”);2011; and (h) Debt with respect to surety, appeal and performance bonds obtained by not otherwise permitted under the Company or any terms of its Subsidiaries in the ordinary course of business; (i) Debt incurred by the Company to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) Debt incurred by the Company pursuant to this Agreement and the Notes; and (k) additional unsecured Debt Section 6.1 in an aggregate amount at any time outstanding not exceeding to exceed $25,000,0005,000,000.

Debt. Neither the Company No Credit Party shall, nor shall it permit any of its Subsidiaries shall directly or indirectly to, create, assume, incur, assume suffer to exist, or otherwise in any manner become liable, directly, indirectly, or remain directly or indirectly liable with contingently in respect to of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) the Secured Obligations; (b) Permitted Existing unsecured intercompany Debt and Permitted Refinancing Debtincurred in the ordinary course of business owed by any Credit Party to any other Credit Party; (c) Debt in respect the form of obligations secured accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case are not more than 90 days past due, in each case incurred in the ordinary course of business, as presently conducted, unless contested in good faith by Customary Permitted Liensappropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (d) purchase money indebtedness or Capital Leases incurred prior to the Petition Date and any Debt constituting Contingent Obligations permitted by Section 10.5issued to refinance, refund, extend, renew or replace such Debt (“Refinancing Indebtedness”) so long as the principal amount of such Refinancing Indebtedness is not greater than the outstanding principal amount of such existing Debt plus the amount of any premiums or penalties and accrued and unpaid interest thereof and reasonable fees and expenses in connection therewith; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any timeHedging Arrangements permitted under Section 6.15; (f) Debt in respect arising from the endorsement of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries instruments for collection in the ordinary course of business; (g) the Senior Notes; (h) Debt in respect of the DIP Term Loan Facility; (i) Debt under performance, stay, appeal and surety bonds or with respect to workers’ compensation or other like employee benefit claims, in each case incurred by the Company to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holdersordinary course of business; (j) guarantees of Debt incurred of any Credit Party permitted under this Section 6.1; (k) Debt arising from royalty agreements on customary terms entered into by the Company pursuant to this Agreement Borrower and its Subsidiaries in the Notesordinary course of business in connection with the purchase of Sand Reserves; and (kl) additional unsecured Debt in an aggregate amount at any time outstanding not exceeding $25,000,000existing on the Petition Date and set forth on Schedule 6.1.

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

Debt. Neither Holdings and the Company nor Borrower shall not, and shall not permit any of its Restricted Subsidiaries shall directly to, incur or indirectly create, incur, assume or otherwise become or remain directly or indirectly liable with respect to maintain any Debt, except:other than the following Debt (collectively, “Permitted Debt”): (a) Debt of Holdings and any of its Restricted Subsidiaries under the Secured ObligationsLoan Documents; (b) Permitted Existing (i) Debt described on Schedule 8.12 (it being understood and Permitted agreed that any such Debt that is repaid shall not be reborrowed) and any Refinancing DebtDebt thereof and (ii) any intercompany Debt outstanding on the Closing Date; (i) Capital Leases and purchase money Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any Equipment (as defined in Article 9 of the UCC) held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise) and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that, at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of Holdings and its Restricted Subsidiaries , shall not, when taken together with the aggregate principal amount of Debt in respect of obligations permitted under this Section 8.12, that is secured by Customary Liens incurred under clause (pp) of the definition of “Permitted Liens,” exceed the greater of (A) $20,000,00075,000,000 and (B) 3.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (d) Debt constituting Contingent Obligations of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or any Restricted Subsidiary that is not an Obligor, (B) any Restricted Subsidiary that is not an Obligor owing to another Obligor; provided that the aggregate amount of Debt incurred under this clause (d)(B) is permitted by to be incurred as an Investment pursuant to Section 10.58.11 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 arising from intercompany loans incurred under Hedge Agreements, provided that such Hedge Agreements are entered into by a Borrower or Restricted Subsidiary of Holdings in the ordinary course of business and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any timefor speculative purposes; (f) Debt Guaranties by Holdings and its Restricted Subsidiaries in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by of the Company Borrower or any of its Subsidiaries after Restricted Subsidiary otherwise permitted under this Agreement; provided that (i) if the date hereof Debt being guaranteed is Subordinated Debt, such Guaranties shall be subordinated in right of payment to finance the acquisition Guaranty of fixed assets or the Obligations on terms at least as favorable to the Lenders as those contained in conjunction with a Permitted Acquisition, if (1) at the time subordination of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrenceSubordinated Debt, (2ii) such if the Debt has being guaranteed by any Obligor is Debt of a scheduled maturity and Restricted Subsidiary that is not due on demandan Obligor, such Guaranty must be permitted to be incurred as an Investment pursuant to Section 8.11 and (3iii) no Guaranty by any Restricted Subsidiary of any Debt of an Obligor shall be permitted unless such Debt does not exceed the lower Restricted Subsidiary shall have also provided a Guaranty of the fair market value Obligations; (i) Debt arising from the honoring by a bank or the cost other financial institution of the applicable fixed assets on the date acquireda check, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing draft or similar instrument drawn against insufficient funds; provided that such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any extinguished within five Business Days of its Subsidiaries incurrence and (ii) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased or rented in the ordinary course of business; (h) Debt of any Obligor owing to any other Obligor; (i) Debt incurred by 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 Company ordinary course of business (including to the seller in 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 Permitted Acquisition as part of the consideration thereforforegoing issued in respect of or to secure Debt for Borrowed Money; (ii) Debt owed to any Person providing workers’ compensation, provided that 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 unsecured and, if not in excess of $15,000,000 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 aggregate, is subordinated to ordinary course or (iv) Debt consisting of accommodation Guaranties for the Secured Obligations, on terms reasonably acceptable to benefit of trade creditors of any Obligor or any Subsidiary issued by such Obligor or Subsidiary in the Required Holdersordinary course of business; (j) Debt incurred by under this clause (j) and then outstanding in an aggregate principal amount, measured at the Company pursuant to this Agreement time of incurrence and after giving Pro Forma Effect thereto and the Notes; anduse of the proceeds thereof, not to exceed the greater of (x) $30,000,000 and (y) 4.5% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (k) additional 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 or any other acquisition constituting a Permitted Investment 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 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 other acquisitions constituting Permitted Investments) or (z) any other Investment permitted under Section8.11; (m) Debt consisting of promissory notes issued by the Restricted Subsidiaries to their current or former officers, directors, partners, members, and employees and their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes to finance the retirement, acquisition, repurchase, purchase or redemption of Stock of Holdings (or Stock of any Parent Entity or the Borrower) in each case permitted by Section 8.10; (n) Debt consisting of (i) the financing of insurance premiums or (ii) take or pay obligations entered into in the ordinary course of business; (o) Debt incurred pursuant to the First Financial Loan Documents, in an aggregate principal amount not to exceed $30,000,000 and any Refinancing Debt related thereto; (p) Debt of any Restricted Subsidiary that is not an Obligor incurred under this clause (p); provided that (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 outstanding portion thereof) and will only be required to include the amount and type of such Debt in one or, if it satisfies the criteria for more than one clause above, can be allocated among one or more of the above clauses. The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Debt shall not exceeding $25,000,000be deemed to be an incurrence of Debt for purposes of this Section 8.12. Notwithstanding anything herein to the contrary, neither Equify Financial LLC (nor any of its Affiliates) shall loan or otherwise provide any Debt or any commitment to provide Debt to any Obligor or any other Subsidiary of Holdings (other than (i) Back-Stop Note, the Closing Date Note and the Equify Bridge Note and, (ii) purchase money equipment financing to be provided by Equify Financial LLC to Flotek, BPC and their respective Subsidiaries for so long as such Persons (x) are not Subsidiaries of Holdings or (y) are Specified Unrestricted Subsidiaries), and (iii) the purchase money equipment financing provided by Equify Financial LLC to U.S. Well Services, Inc. and/or its Subsidiaries.

Debt. Neither the Company Borrower nor any of its Subsidiaries shall directly or indirectly Subsidiary will incur, create, incur, assume or otherwise become or remain directly or indirectly liable with respect permit to exist any Debt, except: (a) the Secured Notes, the Direct Pay Letter of Credit or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligations; (b) Permitted Existing Debt of the Borrower or any Subsidiary existing on the Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.01, and Permitted Refinancing Debtany renewals or extensions (but not increases) thereof; (c) Debt accounts payable (for the deferred purchase price of Property or services) from time to time incurred in respect the ordinary course of obligations secured business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by Customary Permitted Liensappropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) (i) capital leases, (ii) Equipment Leases, and (iii) purchase money Debt constituting Contingent Obligations permitted by Section 10.5which in each purchase money Debt case shall not exceed 100% of the lesser of the total purchase price and the fair market value of the Property acquired as determined at the time of acquisition, provided all Debt incurred pursuant to this clause (d) shall not exceed $10,000,000 per fiscal year; (e) Subordinated Debt arising from intercompany loans and advances (a) from any Subsidiary to so long as the Company or any wholly-owned Subsidiary or (b) from Borrower has delivered a Compliance Certificate concurrently with the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any timeissuance thereof demonstrating pro forma compliance with Article IX; (f) Debt prepayments for services rendered in respect the ordinary course of Hedging Obligations permitted under Section 10.15;business provided that no default exists in delivery of the service for which any such prepayments were made. (g) secured or unsecured purchase money Debt between and among the Borrower and/or any Guarantors (including Capital Leases) incurred by other than the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”Parent); (h) Debt obligations in respect of Hedging Agreements entered into in compliance with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries in the ordinary course of businessSection 8.08; (i) Debt incurred by the Company to the seller in any Permitted Acquisition as part surety bonds and similar instruments of the consideration therefornature and for the purposes described in Schedule 7.02, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holdersitem 1; (j) Debt incurred by obligations of Waste Corporation Texas under the Company pursuant to this Installment Sale Agreement and the NotesRelated Documents; and (k) additional unsecured other Debt disclosed or described in an aggregate amount at any time outstanding not exceeding $25,000,000Schedule 9.01.

Debt. Neither Holdings and the Company nor Borrower shall not, and shall not permit any of its Restricted Subsidiaries shall directly to, incur or indirectly create, incur, assume or otherwise become or remain directly or indirectly liable with respect to maintain any Debt, except:other than the following Debt (collectively, “Permitted Debt”): (a) Debt of Holdings and any of its Restricted Subsidiaries under the Secured ObligationsLoan Documents; (b) Permitted Existing (i) Debt described on Schedule 8.12 (it being understood and Permitted agreed that any such Debt that is repaid shall not be reborrowed) and any Refinancing DebtDebt thereof and (ii) any intercompany Debt outstanding on the Closing Date; (i) Capital Leases and purchase money Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any Equipment (as defined in Article 9 of the UCC) held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise) and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that, at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of Holdings and its Restricted Subsidiaries , shall not, when taken together with the aggregate principal amount of Debt in respect of obligations permitted under this Section 8.12, that is secured by Customary Liens incurred under clause (pp) of the definition of “Permitted Liens,” exceed the greater of (A) $20,000,000 and (B) 3.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (d) Debt constituting Contingent Obligations of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or any Restricted Subsidiary that is not an Obligor, (B) any Restricted Subsidiary that is not an Obligor owing to another Obligor; provided that the aggregate amount of Debt incurred under this clause (d)(B) is permitted by to be incurred as an Investment pursuant to Section 10.58.11 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 arising from intercompany loans incurred under Hedge Agreements, provided that such Hedge Agreements are entered into by a Borrower or Restricted Subsidiary of Holdings in the ordinary course of business and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any timefor speculative purposes; (f) Debt Guaranties by Holdings and its Restricted Subsidiaries in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by of the Company Borrower or any of its Subsidiaries after Restricted Subsidiary otherwise permitted under this Agreement; provided that (i) if the date hereof Debt being guaranteed is Subordinated Debt, such Guaranties shall be subordinated in right of payment to finance the acquisition Guaranty of fixed assets or the Obligations on terms at least as favorable to the Lenders as those contained in conjunction with a Permitted Acquisition, if (1) at the time subordination of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrenceSubordinated Debt, (2ii) such if the Debt has being guaranteed by any Obligor is Debt of a scheduled maturity and Restricted Subsidiary that is not due on demandan Obligor, such Guaranty must be permitted to be incurred as an Investment pursuant to Section 8.11 and (3iii) no Guaranty by any Restricted Subsidiary of any Debt of an Obligor shall be permitted unless such Debt does not exceed the lower Restricted Subsidiary shall have also provided a Guaranty of the fair market value Obligations; (i) Debt arising from the honoring by a bank or the cost other financial institution of the applicable fixed assets on the date acquireda check, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing draft or similar instrument drawn against insufficient funds; provided that such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any extinguished within five Business Days of its Subsidiaries incurrence and (ii) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased or rented in the ordinary course of business; (h) Debt of any Obligor owing to any other Obligor; (i) Debt incurred by 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 Company ordinary course of business (including to the seller in 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 Permitted Acquisition as part of the consideration thereforforegoing issued in respect of or to secure Debt for Borrowed Money; (ii) Debt owed to any Person providing workers’ compensation, provided that 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 unsecured and, if not in excess of $15,000,000 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 aggregate, is subordinated to ordinary course or (iv) Debt consisting of accommodation Guaranties for the Secured Obligations, on terms reasonably acceptable to benefit of trade creditors of any Obligor or any Subsidiary issued by such Obligor or Subsidiary in the Required Holdersordinary course of business; (j) Debt incurred by under this clause (j) and then outstanding in an aggregate principal amount, measured at the Company pursuant to this Agreement time of incurrence and after giving Pro Forma Effect thereto and the Notes; anduse of the proceeds thereof, not to exceed the greater of (x) $30,000,000 and (y) 4.5% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (k) additional 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 Parent Entity thereof), the Borrower or the Restricted Subsidiaries under deferred compensation arrangements to their employees, directors, partners, members, consultants, independent contractors or other service providers, (y) other similar arrangements incurred by such Persons in connection with Permitted Acquisitions or (z) any other Investment permitted under Section 8.11; (m) Debt consisting of promissory notes issued by the Restricted Subsidiaries to their current or former officers, directors, partners, members, and employees and their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes to finance the retirement, acquisition, repurchase, purchase or redemption of Stock of Holdings (or Stock of any Parent Entity or the Borrower) in each case permitted by Section 8.10; (n) Debt consisting of (i) the financing of insurance premiums or (ii) take or pay obligations entered into in the ordinary course of business; (o) Debt incurred pursuant to the First Financial Loan Documents, in an aggregate principal amount not to exceed $30,000,000 and any Refinancing Debt related thereto; (p) Debt of any Restricted Subsidiary that is not an Obligor incurred under this clause (p); provided that (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 outstanding portion thereof) and will only be required to include the amount and type of such Debt in one or, if it satisfies the criteria for more than one clause above, can be allocated among one or more of the above clauses. The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Debt shall not exceeding $25,000,000be 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. Neither the Company The Borrower will not, nor will it permit any of its the Restricted Subsidiaries shall directly or indirectly createto, incur, create, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except: (a) the Notes or other Obligations arising under the Loan Documents, Cash Management Agreements or the Secured ObligationsSwap Agreements; (b) Permitted Existing Debt of the Borrower and the other Credit Parties existing on the date hereof that is reflected on Schedule 9.02 and any Permitted Refinancing Debt issued or incurred to refinance such Debt;. (c) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the aggregate principal amount of all Debt described in respect of obligations secured by Customary Permitted Liensthis Section 9.02(c) at any one time outstanding shall not to exceed $50,000,000 in the aggregate; (d) intercompany Debt constituting Contingent between the Borrower and any other Credit Party or between Credit Parties; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Credit Party; and, provided further, that any such Debt owed by a Credit Party shall be subordinated to the Obligations permitted by Section 10.5on terms set forth in the Guarantee Agreement; (e) Debt arising from intercompany loans constituting a guaranty by a Credit Party of Debt permitted to be incurred under this Section 9.02 and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Permitted Refinancing Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any timerespect thereof; (f) (i) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding, which may be secured as permitted by Section 9.03; provided, however, that the Borrowing Base shall have been adjusted to the extent required by Section 2.06(e) and (ii) Permitted Refinancing Debt in respect of Hedging Obligations permitted under Section 10.15thereof; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or arising under Swap Agreements in conjunction compliance with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”)9.16; (hi) Specified Additional Debt; provided that (A) immediately after giving effect to the incurrence or issuance thereof and the use of proceeds therefrom (and any Transfer, any acquisition, any designation of any Restricted Subsidiary as an Unrestricted Subsidiary and any other transactions related thereto or in connection therewith), the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 as of the last day of the immediately preceding fiscal quarter for which financial statements are available and (B) the Borrowing Base shall have been adjusted to the extent required by Section 2.06(e) (the “Additional Debt with Conditions”) and (ii) any Permitted Refinancing Debt in respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries Debt described in the ordinary course of businessclause (i); (i) Debt incurred by in the Company ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the seller deferred purchase price of Property (including “earn-outs” or similar obligations) and purchase price adjustments in respect of the purchase of Property (including pursuant to any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holdersor Investment permitted hereunder); (ji) Debt of the Borrower or any Restricted Subsidiary assumed in connection with any acquisition (including any Permitted Acquisition) or other Investment permitted hereunder subject to the Additional Debt Conditions (“Assumed Debt”); provided that, with respect to any such Debt incurred after the Effective Date, (A) immediately after giving effect to the incurrence or issuance thereof and the use of proceeds therefrom (and any Transfer, any acquisition, any designation of any Restricted Subsidiary as an Unrestricted Subsidiary and any other transactions related thereto or in connection therewith), the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 as of the last day of the immediately preceding fiscal quarter for which financial statements are available and (B) if secured, secured by Junior Liens subject to the representative of such Debt becoming party to a Customary Intercreditor Agreement and (C) the Borrowing Base shall have been adjusted to the extent required by the Company pursuant to this Agreement Additional Debt Conditions, and the Notes(ii) any Permitted Refinancing Debt in respect of Debt described in Section 9.02(j)(i); and (k) additional unsecured [reserved]. For purposes of determining compliance with Section 9.02, in the event that an item of Debt (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Debt described in Sections 9.02(a) through 9.02(j) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such item of Debt (or any portion thereof) in any one or more of the types of Debt described in Sections 9.02(a) through 9.02(j) and will only be required to include the amount and type of such Debt in such of the above Sections as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an aggregate amount at any time outstanding not exceeding $25,000,000item of Debt in more than one of the types of Debt described in Sections 9.02(a) through 9.02(j) above.

Debt. Neither the Company The Borrower will not, nor will it permit any of its the Restricted Subsidiaries shall directly or indirectly createto, incur, create, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except: (a) the Notes or other Obligations arising under the Loan Documents, Cash Management Agreements or the Secured ObligationsSwap Agreements; (b) Permitted Existing Debt of the Borrower and the other Credit Parties existing on the date hereof that is reflected on Schedule 9.02 and any Permitted Refinancing Debt issued or incurred to refinance such Debt;. (c) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the aggregate principal amount of all Debt described in respect of obligations secured by Customary Permitted Liensthis Section 9.02(c) at any one time outstanding shall not to exceed $50,000,000 in the aggregate; (d) intercompany Debt constituting Contingent between the Borrower and any other Credit Party or between Credit Parties; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Credit Party; and, provided further, that any such Debt owed by a Credit Party shall be subordinated to the Obligations permitted by Section 10.5on terms set forth in the Guarantee Agreement; (e) Debt arising from intercompany loans constituting a guaranty by a Credit Party of Debt permitted to be incurred under this Section 9.02 and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Permitted Refinancing Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any timerespect thereof; (f) (i) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding, which may be secured as permitted by Section 9.03; provided, however, that the Borrowing Base shall have been adjusted to the extent required by Section 2.06(e) and (ii) Permitted Refinancing Debt in respect of Hedging Obligations permitted under Section 10.15thereof; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or arising under Swap Agreements in conjunction compliance with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”)9.16; (hi) Specified Additional Debt; provided that (A) immediately after giving effect to the incurrence or issuance thereof and the use of proceeds therefrom (and any Transfer, any acquisition, any designation of any Restricted Subsidiary as an Unrestricted Subsidiary and any other transactions related thereto or in connection therewith), the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 as of the last day of the immediately preceding fiscal quarter for which financial statements are available and (B) the Borrowing Base shall have been adjusted to the extent required by Section 2.06(e) (the “Additional Debt with Conditions”) and (ii) any Permitted Refinancing Debt in respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries Debt described in the ordinary course of businessclause (i); (i) Debt incurred by in the Company ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the seller deferred purchase price of Property (including “earn-outs” or similar obligations) and purchase price adjustments in respect of the purchase of Property (including pursuant to any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holdersor Investment permitted hereunder); (j) (i) Debt of the Borrower or any Restricted Subsidiary assumed in connection with any acquisition (including any Permitted Acquisition) or other Investment permitted hereunder subject to the Additional Debt Conditions (“Assumed Debt”); provided that, with respect to any such Debt incurred after the Effective Date, (A) immediately after giving effect to the incurrence or issuance thereof and the use of proceeds therefrom (and any Transfer, any acquisition, any designation of any Restricted Subsidiary as an Unrestricted Subsidiary and any other transactions related thereto or in connection therewith), the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 as of the last day of the immediately preceding fiscal quarter for which financial statements are available and (B) if secured, secured by Junior Liens subject to the representative of such Debt becoming party to a Customary Intercreditor Agreement and (C) the Borrowing Base shall have been adjusted to the extent required by the Company pursuant to this Agreement Additional Debt Conditions, and the Notes(ii) any Permitted Refinancing Debt in respect of Debt described in Section 9.02(j)(i); and (k) additional unsecured [reserved]. For purposes of determining compliance with Section 9.02, in the event that an item of Debt (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Debt described in Sections 9.02(a) through 9.02(j) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such item of Debt (or any portion thereof) in any one or more of the types of Debt described in Sections 9.02(a) through 9.02(j) and will only be required to include the amount and type of such Debt in such of the above Sections as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an aggregate amount at any time outstanding not exceeding $25,000,000item of Debt in more than one of the types of Debt described in Sections 9.02(a) through 9.02(j) above.

Debt. Neither Each of the Company nor Parent and the Borrower will not, and will not permit any of its Subsidiaries shall directly or indirectly createto, incur, create, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except: (a) the Secured ObligationsLoans or other Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans or other Obligations arising under the Loan Documents; (b) Permitted Existing Debt under Capital Leases and Permitted Refinancing purchase money Debt of the Borrower and its Subsidiaries in an aggregate amount not to exceed $10,000,000; provided, any such Debt shall be secured only by the asset acquired in connection with the incurrence of such Debt; (c) Debt associated with bonds or surety obligations required by Governmental Requirements in respect connection with the operation of obligations secured by Customary Permitted Liensthe Oil and Gas Properties; (d) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans endorsements of negotiable instruments for collection, deposit or negotiation and advances (a) from any Subsidiary to the Company warranties of products or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; providedservices, that if the Company is the obligor on such Debtin each case, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries in the ordinary course of business; (ie) intercompany Debt incurred by between the Company Borrower and any Wholly-Owned Subsidiary Guarantor or between Wholly-Owned Subsidiary Guarantors to the seller in any Permitted Acquisition as part of the consideration therefor, extent permitted by Section 9.05(g); provided that such Debt is unsecured not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Wholly-Owned Subsidiary Guarantor; and, if provided, further, that any such Debt owed by either the Borrower or a Wholly-Owned Subsidiary Guarantor shall be subordinated to the Obligations on terms set forth in excess the Guaranty Agreement; (f) Second Lien Term Debt and any guarantees thereof, the principal amount of $15,000,000 which does not exceed in the aggregate, at the time any such Debt is subordinated incurred, an amount equal to the Secured Obligations, on terms reasonably acceptable product of two (2) multiplied by the Borrowing Base then in effect (prior to giving effect to any reduction of the Borrowing Base pursuant to clause (vii) below); provided that: (i) such Debt shall be at all times subject to the Required HoldersIntercreditor Agreement and the Obligations shall be secured on a senior priority basis to such Debt; (ii) the portion of the non-default cash interest rate on the outstanding principal amount of such Debt comprised of the LIBOR floor plus the applicable margin does not exceed (A) 11% per annum in the case of the Tranche A Loans and (B) 12% per annum in the case of the Tranche B Loans, and the portion of the non-default PIK interest rate on the outstanding principal amount of such Debt does not exceed (Y) 4% per annum in the case of the Tranche A Loans and (Z) 0% per annum in the case of the Tranche B Loans; (iii) such Second Lien Term Debt does not have any scheduled principal amortization; (iv) such Second Lien Term Debt does not mature sooner than the date which is ninety-one (91) days after the Maturity Date; (v) both before and immediately after giving effect to the incurrence of any such Debt after the Effective Date, no Default, Event of Default or Borrowing Base Deficiency exists or would exist after giving effect to any concurrent repayment of Debt with the proceeds of such incurrence, if any); (vi) the net cash proceeds of the incurrence thereof shall be used to provide working capital for lease acquisitions, for exploration and production operations and for development (including the drilling and completion of producing ▇▇▇▇▇), for acquisitions and Investments permitted hereunder and for funding general corporate purposes; and (vii) the Borrowing Base then in effect shall be adjusted to the extent required by Section 2.07(f) and the Borrower shall make any prepayment required by Section 3.04(c); for purposes of clarification, any Second Lien Term Debt incurred under this Section 9.02(f) which is repaid may not be reborrowed under this Section 9.02(f); (jg) Permitted Refinancing Debt and any guarantees thereof, the proceeds of which shall be used concurrently with the incurrence thereof to refinance the outstanding Second Lien Term Debt permitted under Section 9.02(f) or to refinance the outstanding Refinanced Debt, as the case may be; provided that (i) the Borrower shall have furnished to the Administrative Agent and the Lenders copies of the final executed versions of the definitive documents therefor, (ii) both before and immediately after giving effect to the incurrence of such Permitted Refinancing Debt (and any concurrent repayment of Second Lien Term Debt or Refinanced Debt, as the case may be, with the proceeds of such incurrence), no Default or Event of Default shall occur and be continuing or would result therefrom, and (iii) the Borrowing Base then in effect shall be adjusted to the extent required by Section 2.07(f), and the Borrower shall make any prepayment required by Section 3.04(c)(iii); for purposes of clarification, any Permitted Refinancing Debt incurred by the Company pursuant to under this Agreement and the NotesSection 9.02(g) which is repaid may not be reborrowed under this Section 9.02(g); and (kh) additional unsecured Guarantees by the Parent and its Subsidiaries of Debt in an aggregate amount at of the Borrower or any time outstanding not exceeding $25,000,000Wholly-Owned Subsidiary Guarantor otherwise permitted hereunder.

Debt. Neither the Company nor The Borrower will not and will not cause or permit any of its Subsidiaries shall directly Guarantor or indirectly any Restricted Subsidiary to incur, create, incur, assume or otherwise become or remain directly or indirectly liable with respect permit to exist any Debt, except: (a) the Secured ObligationsDebt hereunder or any guaranty of or suretyship arrangement for the Debt hereunder; (b) Permitted Existing Debt of the Borrower and Permitted Refinancing Debtthe Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements or is disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) Debt accounts payable (for the deferred purchase price of Property or services) from time to time incurred in respect the ordinary course of obligations secured business which, if material and greater than 90 days past the invoice or billing date, are being contested in good faith by Customary Permitted Liensappropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt constituting Contingent Obligations permitted of the Borrower and the Restricted Subsidiaries requiring no principal payments (whether at stated maturity or by Section 10.5virtue of scheduled amortization, required prepayment or redemption) due until at least one year after the Termination Date and issued under the Indenture or otherwise on terms and conditions (excluding interest rates) no less favorable to the Borrower or the Restricted Subsidiary, as the case may be, than this Agreement; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, not otherwise permitted by this Section 9.01 that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does shall not exceed the Permitted Foreign Subsidiary Investment Amount $100,000,000 outstanding at any one time; (f) Debt in respect of the Borrower and the Restricted Subsidiaries under Hedging Obligations permitted under Section 10.15Agreements entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the Borrower's operations; (g) secured or unsecured purchase money Debt as a result of (including Capital Leasesand to the extent permitted by) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrenceSections 9.03(g), (2h) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”i);; and (h) Debt with respect to surety, appeal and performance bonds obtained by under the Company or any of its Subsidiaries in the ordinary course of business; (i) Debt incurred by the Company to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) Debt incurred by the Company pursuant to this Agreement and the Notes; and (k) additional unsecured Debt in an aggregate amount at any time outstanding not exceeding $25,000,000Other Credit Agreement.

Debt. Neither the Company No Credit Party shall, nor shall it permit any of its Subsidiaries shall directly or indirectly to, create, assume, incur, assume suffer to exist, or otherwise in any manner become liable, directly, indirectly, or remain directly or indirectly liable with contingently in respect to of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) the Secured Obligations; (b) Permitted Existing intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that (i) if such Debt is secured by Liens, such Debt and Permitted Refinancing Debtany Liens securing such Debt are subordinated to the Secured Obligations and the Liens securing the Secured Obligations on terms and conditions and pursuant to documentation acceptable to the Administrative Agent in its sole discretion and (ii), if applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt in respect the form of obligations secured accounts payable to trade creditors (including reimbursements made to Hi-Crush Services LLC or other Persons in accordance with the Partnership Agreement) for goods or services and current operating liabilities (other than for borrowed money) which in each case are not more than 90 days past due, in each case incurred in the ordinary course of business, as presently conducted, unless contested in good faith by Customary Permitted Liensappropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (d) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary purchase money indebtedness or Capital Leases in an aggregate principal amount not to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount $5,000,000 at any time; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt in respect arising from the endorsement of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries instruments for collection in the ordinary course of business; (g) Debt arising from the financing of insurance premiums of any Credit Party in an aggregate amount not to exceed $1,500,000 incurred to defer the cost of such insurance for the underlying term of such insurance policy; (h) unsecured subordinated Debt and any Permitted Refinancing thereof; provided that (i) the scheduled maturity date thereof is not earlier than 91 days after the Scheduled Maturity Date, (ii) the holders of such Debt shall have entered into a Subordination Agreement, (iii) any agreement governing such Debt shall include representations, warranties, covenants and events of default, taken as a whole, no less favorable to the Borrower in any material respect than this Agreement and (iv) the terms and provisions of such Debt shall otherwise be reasonably satisfactory to the Administrative Agent; (i) Debt under performance, stay, appeal and surety bonds or with respect to workers’ compensation or other like employee benefit claims, in each case incurred by the Company to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holdersordinary course of business; (j) Debt assumed in connection with any Permitted Investment or Acquisition and not incurred in contemplation thereof in an aggregate principal amount not exceeding $1,000,000 at any time, and any Permitted Refinancing thereof; (k) Debt owed to the seller of any property acquired in an Investment permitted under Section 6.3(k) or (l) or an Acquisition permitted under Section 6.4 on an unsecured subordinated basis, which subordination agreement shall be on terms substantially similar to the Subordination Agreement or otherwise satisfactory to the Administrative Agent in its sole discretion; provided that the terms and provisions of such Debt shall be reasonably satisfactory to the Administrative Agent; (l) Debt incurred in an Investment permitted under Section 6.3(k) or (l), an Acquisition permitted under Section 6.4 or a disposition of assets permitted under Section 6.8(j), in each case, pursuant to reasonable and customary agreements providing for indemnification, the adjustment of purchase price or similar adjustments; (m) guarantees of Debt of any Credit Party permitted under this Section 6.1; (n) Debt arising from royalty agreements on customary terms entered into by the Company pursuant Borrower and its Subsidiaries in the ordinary course of business in connection with the purchase of Sand Reserves; (o) the Term B Debt under the Term B Credit Documents; provided that (i) the aggregate principal amount thereof outstanding at any time does not exceed $325,000,000, (ii) immediately after giving effect to this Agreement the incurrence of any such Term B Debt, the Borrower and its Subsidiaries shall be in pro forma compliance with the Notesfinancial covenants in Section 6.16 and 6.17 and (iii) the Term B Collateral Agent, on behalf of all holders of such Term B Debt, shall have entered into the Intercreditor Agreement; (p) Debt existing on the date hereof and set forth on Schedule 6.1; and (kq) additional unsecured Debt in an not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $1,000,000 at any time outstanding not exceeding $25,000,000time.

Debt. Neither the Company nor Borrower shall not, and shall not permit any of its Subsidiaries shall directly or indirectly to, create, incur, assume assume, guarantee, or otherwise become become, or remain remain, directly or indirectly indirectly, liable with respect to any Debt, except: (a) Debt evidenced by the Secured ObligationsNotes and this Agreement; (b) Permitted the Existing Debt and Permitted Refinancing Subordinated Debt; (c) Debt in respect So long as at the time of obligations secured by Customary Permitted Liensthe incurrence thereof no Event of Default or Unmatured Event of Default has occurred and is continuing and so long as no Event of Default or Unmatured Event of Default would result from the incurrence thereof, the Exchange Subordinated Debt; (d) Debt constituting Contingent Obligations permitted Commercial paper in an aggregate amount not to exceed the Commercial Paper Letter of Credit Amount; provided, however, that to the extent Borrower issues and has outstanding any commercial paper that is not supported by Section 10.5Commercial Paper Letters of Credit, the Dollar amount of such commercial paper shall be reserved under the Revolving Credit Facility Commitment and shall be available for borrowing solely to repay such commercial paper; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash Contingent Obligations permitted under Section 6.4 of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any timethis Agreement; (f) Debt in respect of Hedging Obligations permitted under Section 10.15resulting from Capitalized Leases; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 disclosed in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being financial statements referred to herein as “Permitted Purchase Money Debt”)in Section 4.3 hereof (other than Debt created under the 1993 Credit Agreement) or Debt set forth in the Disclosure Statement; (h) Debt with respect owed to surety, appeal and performance bonds obtained Borrower by the Company or any of its Subsidiaries in to the ordinary course extent permitted under Section 6.3 of businessthis Agreement; (i) Debt incurred owed by the Company Borrower to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holdersits Subsidiaries; (j) Debt incurred secured by Permitted Liens under clause (xi) of the Company pursuant definition of "Permitted Liens;" (k) Debt (including Acquired Indebtedness) not otherwise permitted under this Section 6.1 in an aggregate amount outstanding at any time less than or equal to this Agreement and the NotesSeventy-Five Million Dollars ($75,000,000); (l) Debt owing by any of Borrower's Subsidiaries to any of Borrower's Subsidiaries; and (m) Borrower or its Subsidiaries, as applicable, may become and remain liable with respect to refinancings, renewals, or extensions of the Debt permitted under clauses (b), (c), (f), (g), (j), (k), and (m) additional unsecured Debt of this Section 6.1 so long as (i) the terms and conditions of such refinancings, renewals, or extensions do not materially impair the prospects of repayment of the Loans by Borrower, (ii) such refinancings, renewals, or extensions do not result in an increase in the aggregate principal amount of the Debt so refinanced, renewed, or extended; provided, however, that the foregoing shall not prohibit an increase in the aggregate principal amount of the Debt so refinanced, renewed, or extended to the extent of any required prepayment penalty or premium with respect thereto, (iii) such refinancings, renewals, or extensions do not result in a shortening of the average weighted maturity of the Debt so refinanced, renewed, or extended, and (iv) to the e x tent that the Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Debt owed to Agent and the Banks, then the subordination terms and conditions of the new Debt shall be at any time outstanding not exceeding $25,000,000least as favorable to Agent and the Banks as those applicable to the refinanced, renewed, or extended Debt. For purposes of hereof, it shall be deemed to constitute a refinancing if (a) Borrower issues new subordinated Debt (the "New Subordinated Debt") in anticipation of prepaying Existing Subordinated Debt so long as the proceeds of the New Subordinated Debt are utilized to prepay Existing Subordinated Debt within a fifty (50) day period (the "Refinancing Period") from the date on which the New Subordinated Debt is first incurred, (b) proceeds received by Borrower from the issuance of the New Subordinated Debt are applied to the repayment of the Loans during the Refinancing Period and thereafter are borrowed hereunder in order to complete the prepayment of Existing Subordinated Debt within the Refinancing Period, or (c) proceeds received by Borrower from the issuance of the New Subordinated Debt are utilized to acquire Cash Equivalents that are thereafter liquidated in order to complete the prepayment of Existing Subordinated Debt within the Refinancing Period.

Debt. Neither the Company nor Not, and not permit any of its Subsidiaries shall directly or indirectly Subsidiary to, create, incur, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except: : (ai) obligations under this Agreement and the Secured Obligations; other Loan Documents; (bii) Permitted Existing Debt and Permitted Refinancing Debt; Capital Leases entered into after the Filing Date in compliance with SECTION 10.13; (ciii) Debt in respect of obligations secured by Customary Permitted Liens; (d) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans the Company to any wholly-owned Subsidiary and advances (a) from of any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries Filing Date in the ordinary course of business; business (iPROVIDED that if any such Debt is evidenced by a promissory note, such note shall have been pledged to the Post-Petition Agent); (iv) Debt of the Debtors existing as of the Filing Date (PROVIDED that (a) payments on account of any Capital Leases entered into prior to the Filing Date shall not exceed the amount therefor set forth in the then-current Operating Budget (including any remaining Permitted Variance) and (b) none of the instruments or agreements governing such Debt may be amended, modified or supplemented after the Effective Date to change any terms of subordination, repayment or rights of conversion, put, exchange or other similar rights from such terms and rights in effect on the Filing Date) and renewals and extensions of such Debt (provided that no such renewal or extension shall extend the maturity of any such Debt to a date later than the Termination Date and no such renewal or extension shall increase the principal amount thereof or change the direct and contingent obligors with respect thereto); (v) Debt incurred by for the Company to the seller in purpose of financing all or any Permitted Acquisition as part of the consideration thereforcost of acquiring equipment after the Filing Date (exclusive of Capital Leases other than those permitted by SECTION 10.13) and secured by Liens permitted by SECTION 10.9(D), provided that so long as such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) Debt incurred approved by the Company pursuant to this Agreement and the Notes; and (k) additional unsecured Debt Bankruptcy Court, in an aggregate amount at not to exceed $100,000; (vi) Debt owed to BofA or any time outstanding of its Affiliates or any other Pre-Petition Lender or Lender in respect of any overdrafts and related liabilities arising from treasury, depository or cash management services or in connection with any automated clearing house transfers of funds; and (vii) Suretyship Liabilities of the Company or any Subsidiary in connection with the guaranty of any Debt of the Company or any other wholly-owned Subsidiary permitted under this Section or other obligations of the Company any other Subsidiary not exceeding $25,000,000prohibited by this Agreement.

Debt. Neither the Company Holdings nor any of its Subsidiaries shall directly incur or indirectly create, incur, assume or otherwise become or remain directly or indirectly liable with respect to maintain any Debt, except:other than the following Debt incurred by any Borrower or any of its Subsidiaries (collectively, “Permitted Debt”): (a) the Secured Obligations; (b) Permitted Existing Debt described on Schedule 8.13, and Permitted any Refinancing DebtDebt thereof; (c) (i) Capital Leases and purchase money secured Debt incurred to purchase any equipment that is not Rental Equipment held for sale or lease, provided that (A) all Liens securing the same attach only to the equipment acquired by the incurrence of such Debt and (B) the aggregate principal amount of such Debt (including Capital Leases) outstanding does not exceed $150,000,000 at any time; and (ii) purchase money secured Debt incurred to purchase in respect the ordinary course of obligations secured its business any Rental Equipment that is held for sale or lease, provided that (A) all Liens securing the same attach only to the Rental Equipment acquired by Customary Permitted Liensthe incurrence of such Debt and (B) the aggregate principal amount of such Debt (including Capital Leases) outstanding does not exceed $20,000,000 at any time; (d) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from of any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company that is not an Obligor to any wholly-owned Domestic Incorporated Subsidiary or Obligor, the net amount of which Debt incurred during any Fiscal Year, taken together with the amount of any Investments during any Fiscal Year (c) from the Company to as reduced by any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash return of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt capital in respect of Hedging Obligations permitted any such Investment during such Fiscal Year) made under Section 10.15; clause (gi) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or definition of “Permitted Investments” during such Fiscal Year and the cost amount of the applicable fixed assets on the date acquiredDebt incurred under clause (p)(ii) of this Section 8.13 during such Fiscal Year, (4) such Debt does not exceed $30,000,000 10,000,000 (provided that the unused portion of such amount for any Fiscal year may be carried forward to successive Fiscal Years); provided that Debt incurred under this clause (d), when taken together with Investments made under clause (i) of the definition of “Permitted Investments” and Debt incurred under clause (p)(ii) of this Section 8.13, shall not exceed $25,000,000 in the aggregate outstanding at any time; (e) Debt incurred under Hedge Agreements entered into by a Borrower or Subsidiary; (f) Guarantees permitted under Section 8.12; (g) Debt arising from the honoring by a bank or other financial institution of a check, and (5) any Lien securing draft or similar instrument drawn against insufficient funds, provided that such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”)extinguished within five Business Days of its incurrence; (h) Debt with of any Obligor to another Obligor; (i) Debt of any Subsidiary that is not an Obligor to any other Subsidiary that is not an Obligor; (j) Debt of any Obligor or Subsidiary in respect to suretyof performance bonds, bid bonds, appeal bonds, surety bonds and performance bonds obtained by the Company or any of its Subsidiaries similar obligations, in each case provided in the ordinary course of business; (ik) Debt incurred by the Company to the seller in of any Permitted Acquisition as part of the consideration therefor, provided Obligor or Subsidiary that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, payment in full of the Obligations on terms reasonably acceptable and conditions satisfactory to the Required HoldersAgent; provided that (i) such Debt matures on or after, and requires no scheduled payments of principal prior to, the date that is six months after the Stated Termination Date and (ii) both before and immediately after the incurrence of such Debt, the Obligors are in compliance with the financial covenants set forth in Sections 8.22 and 8.23 (regardless of whether a Covenant Trigger is in effect or such covenants are otherwise effective); (jl) other Debt in an aggregate outstanding principal amount for all Obligors and Subsidiaries not to exceed $50,000,000 at any time; (m) Debt representing deferred compensation, severance and health and welfare retirement benefits to current and former employees of Holdings and its Subsidiaries incurred in the ordinary course of business; (n) Debt consisting of obligations of Holdings or its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions or any other Investment permitted hereunder; (o) Debt consisting of the financing of insurance premiums; (p) Debt incurred in connection with customary cash management practices of any Obligor or any Subsidiary of an Obligor owing (i) to any Obligor or (ii) to any Subsidiary, the amount of which incurred during any Fiscal Year, taken together with the amount of any Investments during any Fiscal Year (as reduced by any return of capital in respect of any such Investment during such Fiscal Year) made under clause (i) of the Company definition of “Permitted Investments” during such Fiscal Year and the amount of Debt incurred under clause (d) of this Section 8.13 during such Fiscal Year, does not exceed $10,000,000 (provided that the unused portion of such amount for any Fiscal year may be carried forward to successive Fiscal Years); provided that Debt incurred under this clause (p)(ii), when taken together with Investments made under clause (i) of the definition of “Permitted Investments” and Debt incurred under clause (d) of this Section 8.13, shall not exceed $25,000,000 in the aggregate outstanding at any time; (i) Non-Recourse Debt of any Receivables Entity in respect of any Qualified Receivables Transactions and (ii) any Debt under Standard Securitization Undertakings; (r) Debt secured by Real Estate of the Obligors and their Subsidiaries pursuant to this Agreement transactions permitted under Section 8.20; (s) Debt of any Subsidiary that is not an Obligor; 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 or representations or warranties, agreement of the parties, operation of law or otherwise, and (iii) such Debt is not secured by any assets other than assets of such Subsidiary; (t) unsecured Debt of Holdings, provided that (i) such Debt matures on or after, and requires no scheduled payments of principal or any sinking fund or similar payments prior to, the Notesdate that is six months after the Stated Termination Date, and (ii) both before and immediately after the incurrence of such Debt, the Obligors are in compliance with the financial covenants set forth in Sections 8.22 and 8.23 (regardless of whether a Covenant Trigger is in effect or such covenants are otherwise effective); and (ku) additional other unsecured Debt in an aggregate outstanding principal amount for all Borrowers and Subsidiaries not to exceed $200,000,000 at any time outstanding not exceeding $25,000,000time; provided that (i) such Debt matures on or after, and requires no scheduled payments of principal or any sinking fund or similar payments prior to, the date that is six months after the Stated Termination Date and (ii) both before and immediately after the incurrence of such Debt, the Obligors are in compliance with the financial covenants set forth in Sections 8.22 and 8.23 (regardless of whether a Covenant Trigger is in effect or such covenants are otherwise effective). For purposes of determining compliance with this Section 8.13, 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, Holdings, in its sole discretion, may classify and reclassify such item of Debt and only be required to include the amount and type of such Debt in one of such clauses.

Debt. Neither the Company nor Create, incur, assume or suffer to exist, or permit any of its Subsidiaries shall directly or indirectly to create, incur, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist, any Debt, except: (ai) Debt of the Secured ObligationsBorrower under the Financing Documents (including Debt incurred pursuant to Section 2.14); (bii) Permitted Existing secured Debt and Permitted Refinancing of the Borrower in an aggregate principal amount, when combined with the aggregate principal amount of Debt incurred pursuant to Section 2.14, not to exceed $200,000,000 at any time outstanding; (iii) Surviving Debt; (civ) unsecured Debt owed to the Parent, the Borrower or any Subsidiary of the Borrower so long as such Debt is subordinated to the Advances in accordance with the Affiliate Subordination Terms and to the extent such Debt is owed to any Loan Party such Debt constitutes Pledged Debt; (v) Debt in respect of obligations secured by Customary Permitted LiensHedge Agreements entered into in the ordinary course of business and consistent with prudent business practice to hedge or mitigate (A) risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities as a result of fluctuations in the prices of transmission, capacity or energy (or of any fuel required for the generation thereof) or (B) risks in respect of interest rate fluctuations; provided that in each case such Hedge Agreement shall not have been entered into for speculative purposes; (dvi) Debt constituting Contingent Obligations incurred to finance all or any part of the acquisition, construction or improvement of any real property, physical assets or equipment (including Capital Expenditures); provided that such Debt is incurred prior to or within 90 days after such acquisition or the completion of construction or completion of improvement or such Capital Expenditures; provided further that the aggregate principal amount of Debt permitted by under this Section 10.55.02(b)(vi), when combined with the aggregate principal amount of Debt incurred in connection with Capitalized Leases permitted under Section 5.02(b)(vii) shall not exceed $100,000,000 at any time outstanding; (evii) Capitalized Leases in an aggregate principal amount, when combined with the aggregate principal amount of all Debt incurred pursuant to Section 5.02(b)(vi), not in excess of $100,000,000 at any time outstanding; (viii) Debt of any Person that (x) is merged into or consolidated with the Borrower or any Subsidiary or (y) becomes a Subsidiary of the Borrower after the date hereof in either case in accordance with the terms of Section 5.02(f); provided that (A) such Debt is existing at the time such Person becomes a Subsidiary of the Borrower (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of the Borrower), (B) immediately after giving effect to the investment in such Subsidiary, no Default or Event of Default shall have occurred and be continuing and (C) such Debt is non-recourse to the Borrower or any other Subsidiary of the Borrower (other than with respect to such Person and its Subsidiaries to the extent such Debt was with recourse to such Person and/or its Subsidiaries at the time of such investment); (ix) Debt arising from intercompany loans and advances the honoring by a bank or financial institution of a check, draft or similar instrument inadvertently (aexcept in the case of daylight overdrafts) from any Subsidiary to drawn against insufficient funds in the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; providedordinary course of business, that if the Company is the obligor on such Debt, so long as such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any timeis covered within five Business Days; (fx) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred workers' compensation claims, self-insurance obligations, bankers' acceptance and performance and surety bonds provided by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company Borrower or any of its Subsidiaries in the ordinary course of business; (ixi) Debt that may be deemed to arise as a result of agreements of the Borrower or any of its Subsidiaries providing for indemnification, adjustment of purchase price or any similar obligations, in each case, incurred in connection with the sale or disposition of any business, Assets or Equity Interests in any Subsidiary of the Borrower consummated in accordance with the terms of Section 5.02(e) in an amount not to exceed with respect to any such sale or disposition the amount of gross proceeds received by the Company Borrower or any of its Subsidiaries in connection with such sale or disposition; (xii) Debt of the Borrower represented by letters of credit, surety bonds, Contingent Obligations and performance bonds supporting obligations of the Borrower or its Subsidiaries so long as, after giving effect to such letters of credit, surety bonds, Contingent Obligations and performance bonds (and the Investment represented thereby), the Borrower would be in compliance with Section 5.02(f); (xiii) reimbursement obligations owed to Affiliates for amounts paid on behalf of the Borrower or any of its Subsidiaries by the Parent or any of its Subsidiaries in accordance with applicable requirements under PUHCA with respect to the seller in provision of goods or services to the Borrower or any Permitted Acquisition as part such Subsidiary; (xiv) unsecured Debt of the consideration thereforBorrower and its Subsidiaries not to exceed $100,000,000 at any time outstanding; (xv) unsecured Debt in respect of obligations of the Borrower or any of its Subsidiaries to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that with respect to any material invoice, such obligations are (A) incurred in connection with open accounts extended by suppliers on customary trade terms (which require that all such payments be made within 90 days of the incurrence of the related Debt) in the ordinary course of business and not in connection with the borrowing of money and (B)(I) not more than 90 days past due or (II) subject to any Contest, provided that the aggregate principal amount of such Debt is unsecured and, if in excess of subject to Contest shall not exceed $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders15,000,000; (jxvi) Permitted Refinancing Debt incurred by the Company pursuant to in respect of any Debt permitted under clauses (i), (ii), (iii), (vi), (vii), (viii), (xiv), (xx) and (xxiv) or this Agreement and the Notes; and clause (k) additional unsecured Debt in an aggregate amount at any time outstanding not exceeding $25,000,000.xvi);

Debt. Neither the Company nor It will not, and will not permit any of its Subsidiaries shall Restricted Subsidiary to, directly or indirectly indirectly, create, incur, assume guarantee or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except: (a) Debt under the Secured ObligationsLoan Documents; (b) Permitted Existing (i) Debt in respect of Cash Management Services incurred in the Ordinary Course of Business and Permitted Refinancing Debt(ii) reimbursement obligations with respect to letters of credit; provided that, upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing; (c) Debt in respect of Capitalized Leases (including obligations secured by Customary from Capitalized Leases arising from Permitted LiensSale/Leaseback Transactions), Synthetic Lease Obligations and purchase money obligations for the acquisition, construction or improvement of fixed or capital assets (including, without limitation, office equipment, data processing equipment and motor vehicles (whether or not constituting purchase money Debt)) within the limitations set forth in Section 10.2.2(i); (d) the guarantee of or other reimbursement obligations in connection with performance bonds to the extent all such Debt constituting Contingent Obligations permitted by Section 10.5at any one time outstanding does not exceed $10,000,000; (e) Debt arising from intercompany loans and advances (ai) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred incurrence by the Company or any of its Restricted Subsidiaries of liability in respect of the Debt of any Unrestricted Subsidiary or any joint venture but only to the extent that such liability is the result of the Company’s or any such Restricted Subsidiary’s being a general partner or member of, or owner of an Equity Interest in, such Unrestricted Subsidiary or joint venture and not as a guarantor of such Debt; provided that, after the date hereof giving effect to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of any such incurrence, no Event the aggregate principal amount of Default or Default has occurred all Debt incurred under this clause (e)(i) and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt then outstanding does not exceed $30,000,000 20,000,000 and (ii) the incurrence by any Foreign Subsidiary of Debt that, in the aggregate outstanding at together with all other Debt of all Foreign Subsidiaries (including all Refinancing Debt incurred to extend, refinance, renew, replace, defease, refund, discharge or otherwise retire for value any timeDebt incurred pursuant to this clause (e)(ii)), and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”)does not exceed $20,000,000; (hf) Debt with respect to surety, appeal and performance bonds obtained by consisting of the Company or any financing of its Subsidiaries insurance premiums in the ordinary course Ordinary Course of businessBusiness; (g) Debt (i) Debt incurred by the Company to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders; (jx) Debt incurred by the Company pursuant to this Agreement and the Notes; and (k) additional unsecured Debt in an aggregate stated principal amount at any time outstanding not exceeding $25,000,000.350,000,000 consisting of Secured Notes and Refinancing Debt in respect thereof and (y) in an aggregate stated principal amount at any time outstanding not exceeding $50,000,000 consisting of Debt secured on a pari passu basis to the Secured Notes and Refinancing Debt in respect thereof (in each case, to the extent such Debt under this clause (g)(i)(y) (A) is permitted pursuant to the terms set forth in the Secured Notes Indenture as in effect on the Closing Date, (B) unless approved by the Administrative Agent in its sole discretion, has representations, covenants and defaults applicable to it that are not less favorable (taken as a whole) in any material respect to the Borrowers than those applicable to the Secured Notes, (C) is secured solely by Secured Notes Collateral and (D) is subject to the Collateral Rights Agreement) (the conditions set forth in the foregoing subclauses (A) through (D), the “Secured Notes Collateral Debt Requirements”) and (ii) in an aggregate stated principal amount at any time outstanding not exceeding $235,000,000 consisting of Debt secured on a junior basis to the Secured Notes and Refinancing Debt in respect thereof (in each case, to the extent such Debt meets the Secured Notes Collateral Debt Requirements); (h) Debt outstanding on the date hereof and listed on Schedule 10.2.1

Debt. Neither the Company nor The Borrower will not, and will not permit any of its Subsidiaries shall directly or indirectly createRestricted Subsidiary to, incur, create, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except: (a) the Notes or other Secured ObligationsObligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Secured Obligations arising under the Loan Documents; (b) Permitted Existing Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected on Schedule 9.02 and any Permitted Refinancing DebtDebt thereof; (c) Debt contingent obligations as a non-operator under oil and gas operating agreements and contingent obligations under gas sale contracts for make-up volumes on sales of gas, in respect each case incurred in the ordinary course of obligations secured by Customary Permitted Liensbusiness; (d) (i) Debt constituting Contingent Obligations permitted by Section 10.5under Capital Leases or that constitutes Purchase Money Indebtedness; provided that such Debt shall not to exceed $15,000,000 in aggregate principal amount at any one time outstanding and (ii) any Permitted Refinancing Debt thereof; (ei) Debt arising from intercompany loans and advances (a) from any Subsidiary incurred to finance the Company acquisition, construction or any wholly-owned Subsidiary or (b) from improvement of the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated SubsidiaryBorrower’s corporate headquarters office building; provided, provided that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate not to the payment exceed $10,000,000 in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount principal amount at any timeone time outstanding and (ii) any Permitted Refinancing Debt thereof; (f) Debt associated with bonds, letters of credit, surety or similar obligations incurred in respect the ordinary course of Hedging Obligations permitted under Section 10.15business in connection with the operation of the Oil and Gas Properties; (g) secured intercompany Debt between the Borrower and any Restricted Subsidiary or unsecured purchase money Debt (including Capital Leases) incurred between Restricted Subsidiaries to the extent permitted by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing Section 9.05; provided that such Debt is permitted under Section 10.3 (not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Restricted Subsidiaries, and, provided further, that any such Debt being referred owed by either the Borrower or a Guarantor shall be subordinated to herein as “Permitted Purchase Money Debt”);the Secured Obligations on terms set forth in the Guarantee and Collateral Agreement. (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any endorsements of its Subsidiaries negotiable instruments for collection in the ordinary course of business; (i) Debt incurred by the Company to the seller in Permitted ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ and any Permitted Acquisition as part of the consideration therefor, provided that such Refinancing Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holdersthereof; (j) Permitted Unsecured Debt incurred by issued after the Company pursuant Effective Date in an aggregate outstanding principal amount not to this Agreement and the Notesexceed $200,000,000; and (k) additional unsecured other Debt not to exceed the greater of (i) $20,000,000 and (ii) 5% of the Borrowing Base in an effect as of the date of incurrence in the aggregate amount at any time outstanding not exceeding $25,000,000outstanding.

Debt. Neither the Company The Borrower will not, nor will it permit any of its Subsidiaries shall directly or indirectly Subsidiary to, ---- create, incur, assume incur or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except: (ai) Debt of the Secured ObligationsBorrower and the Guarantors under the Loan Documents; (bii) Permitted Existing Debt and Permitted Refinancing Debtin existence on the date hereof, as set forth on Schedule 3; (ciii) trade Debt in respect of obligations secured by Customary Permitted Liens; (d) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary incurred to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; providedacquire goods, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any timesupplies, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal services and performance bonds obtained by the Company or any of its Subsidiaries incurred in the ordinary course of business; (iiv) Subordinated Indebtedness incurred either (a) to refinance all or a portion of the Loans and/or Letters of Credit as long as all proceeds are used to repay the Loans (or apply as cash collateral for outstanding Letters of Credit) or (b) to refinance Subordinated Indebtedness outstanding, provided such refinancing occurs substantially simultaneously with the repayment of such outstanding Subordinated Indebtedness, and provided further, that all such Subordinated Indebtedness permitted under this subsection (iv) does not mature prior to the maturity of Loans and/or Letters of Credit remaining outstanding; (v) Debt, including contingent liabilities and medium term notes, that is pari passu with the Loans and Letters of Credit outstanding hereunder, not to ---- ----- exceed in aggregate principal amount $25,000,000 at any time outstanding prior to the issuance of a Rating by either S&P or ▇▇▇▇▇'▇ equal to BBB-/Baa3, as applicable, so long as the terms (including maturity, interest rate, covenants and events of default) of such pari passu Debt are not more favorable than those ---- ----- applicable to the Loans and the Letters of Credit; (vi) Debt under operating leases for real or personal property used in the Borrower's business as presently conducted; (vii) Capitalized Leases incurred subsequent to the Closing Date not to exceed in aggregate principal amount $5,000,000; (viii) The endorsement of negotiable instruments for deposit or collection in the ordinary course of the Borrower's business as presently conducted; (ix) non-recourse Debt; (x) interest rate protection agreements not to exceed in aggregate amount the sum of (a) an amount equal to 100% of the unpaid principal balance of all Mortgage Loans and (b) outstanding Loans hereunder; and (xi) Debt incurred by a Subsidiary as a result of its position as a general partner in a limited partnership which has borrowed amounts from the Company to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) Debt incurred by the Company Borrower pursuant to this Agreement and the Notes; and (k) additional unsecured Debt in an aggregate amount at any time outstanding not exceeding $25,000,000Section 8.9(iii).

Debt. Neither the Company nor No Obligor or any of its Subsidiaries shall directly or indirectly Subsidiary thereof will ---- incur, create, incur, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except: (a) the Secured ObligationsNotes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents; (b) Permitted Existing Debt and Permitted Refinancing Debt; (c) Debt incurred in respect of obligations secured by Customary Permitted Liens; (d) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary to the Company or any whollyworkers' compensation claims, self-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; providedinsurance obligations, that if the Company is the obligor on such Debtperformance, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; providedbid, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any timesurety, and (5) similar bonds, guarantees supporting such performance, bid, surety and similar bonds and completion guarantees provided by any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company Obligor or any of its Subsidiaries a Subsidiary in the ordinary course of business; (ic) Debt arising from agreements of any Obligor or Subsidiary providing for indemnification, adjustment or purchase price or similar obligations, in each case, incurred or assumed in connection with the permitted disposition of any business, assets or equity of a Subsidiary, provided that the maximum aggregate liability in respect of all such indebtedness shall at no time exceed the gross proceeds actually received by the Company Obligors and the Subsidiaries in connection with such dispositions; (d) intercompany Debt among the Obligors and Subsidiaries to the seller in any Permitted Acquisition as part of the consideration therefor, extent permitted by Sections 9.05(g) and (h); provided that such Debt is unsecured not held, assigned, transferred, negotiated or pledged to any Person other than an Obligor or one of its Wholly-Owned Subsidiaries, and, if in excess of $15,000,000 in the aggregateprovided further, is that any such Debt owed by an Obligor or a Guarantor shall be subordinated to the Secured Obligations, Indebtedness on terms reasonably acceptable to set forth in the Required HoldersGuaranty Agreement; (je) endorsements of negotiable instruments for collection in the ordinary course of business; (f) the Debt incurred by outstanding under the Company pursuant FPS Capital Indenture or as refinanced as permitted under Section 9.04(b); (g) other Debt not to this Agreement and exceed $5,000,000.00 in the Notesaggregate principal amount at any one time outstanding; (h) the Debt set forth on Schedule 9.02(h); and (ki) additional unsecured the Debt in an aggregate amount at any time outstanding not exceeding $25,000,000under 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) or as assigned or replaced as permitted under Section 9.18(a)(i).

Debt. Neither the Company No Credit Party shall, nor shall it permit any of its Subsidiaries shall directly or indirectly to, create, assume, incur, assume suffer to exist, or otherwise in any manner become liable, directly, indirectly, or remain directly or indirectly liable with contingently in respect to of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) the Secured Obligations; (b) Permitted Existing intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that (i) if such Debt is secured by Liens, such Debt and Permitted Refinancing Debtany Liens securing such Debt are subordinated to the Secured Obligations and the Liens securing the Secured Obligations on terms and conditions and pursuant to documentation acceptable to the Administrative Agent in its sole discretion and (ii), if applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt in respect the form of obligations secured accounts payable to trade creditors (including reimbursements made to Hi-Crush Services LLC or other Persons in accordance with the Partnership Agreement) for goods or services and current operating liabilities (other than for borrowed money) which in each case are not more than 90 days past due, in each case incurred in the ordinary course of business, as presently conducted, unless contested in good faith by Customary Permitted Liensappropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (d) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary purchase money indebtedness or Capital Leases in an aggregate principal amount not to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount $25,000,000 at any time; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt in respect arising from the endorsement of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries instruments for collection in the ordinary course of business; (g) Debt arising from the financing of insurance premiums of any Credit Party in an aggregate amount not to exceed $5,000,000 incurred to defer the cost of such insurance for the underlying term of such insurance policy; (h) unsecured subordinated Debt and any Permitted Refinancing thereof; provided that (i) the scheduled maturity date thereof is not earlier than 91 days after the Scheduled Maturity Date, (ii) the holders of such Debt shall have entered into a Subordination Agreement, (iii) any agreement governing such Debt shall include representations, warranties, covenants and events of default, taken as a whole, no less favorable to the Borrower in any material respect than this Agreement and (iv) the terms and provisions of such Debt shall otherwise be reasonably satisfactory to the Administrative Agent; (i) Debt under performance, stay, appeal and surety bonds or with respect to workers’ compensation or other like employee benefit claims, in each case incurred by the Company to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holdersordinary course of business; (j) Debt assumed in connection with any Permitted Investment or Acquisition and not incurred in contemplation thereof in an aggregate principal amount not exceeding $2,000,000 at any time, and any Permitted Refinancing thereof; (k) Debt owed to the seller of any property acquired in an Investment permitted under Section 6.3(k) or (l) or an Acquisition permitted under Section 6.4 on an unsecured subordinated basis, which subordination agreement shall be on terms substantially similar to the Subordination Agreement or otherwise satisfactory to the Administrative Agent in its sole discretion; provided that the terms and provisions of such Debt shall be reasonably satisfactory to the Administrative Agent; (l) Debt incurred in an Investment permitted under Section 6.3(k) or (l), an Acquisition permitted under Section 6.4 or a disposition of assets permitted under Section 6.8(j), in each case, pursuant to reasonable and customary agreements providing for indemnification, the adjustment of purchase price or similar adjustments; (m) guarantees of Debt of any Credit Party permitted under this Section 6.1; (n) Debt arising from royalty agreements on customary terms entered into by the Company pursuant Borrower and its Subsidiaries in the ordinary course of business in connection with the purchase of Sand Reserves; (o) the Term B Debt under the Term B Credit Documents; provided that (i) the aggregate principal amount thereof outstanding at any time does not exceed $325,000,000 minus the aggregate amount of Term B Debt repaid or prepaid under the Term B Credit Agreement; and (ii) such Term B Debt is subject to this Agreement the Intercreditor Agreement; (p) Debt existing on the date hereof and set forth on Schedule 6.1; (q) a guarantee by the NotesBorrower of the Banking Services Obligations owing by Hi-Crush Services to a Banking Services Provider in an aggregate amount not to exceed $5,000,000 and so long as the Equity Interests of Hi-Crush Services is 100% directly or indirectly owned by the Permitted Holders; and (kr) additional unsecured Debt in an not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any time outstanding not exceeding $25,000,000time.

Debt. Neither the Company nor any of its Subsidiaries shall directly or indirectly createCreate, incur, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except: (a) Debt under the Secured ObligationsLoan Documents; (b) Permitted Existing Debt outstanding on the date hereof and Permitted Refinancing listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that: (i) the amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or Lenders than the terms of any agreement or instrument governing the Debt being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Debt does not exceed the then applicable market interest rate; (c) Debt in respect of obligations secured Guarantees by Customary Permitted Liens; (d) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from Borrower or any Subsidiary to thereof of Debt (other than Debt under the Company Loan Documents) otherwise permitted hereunder of Borrower or any wholly-owned Subsidiary thereof; (d) Swap Contracts solely to the extent such Swap Contracts: (i) are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; and (bii) do not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the Company to any wholly-owned Domestic Incorporated Subsidiary or defaulting party; (ce) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided(i) without duplication, that if the Company is the obligor on such existing unsecured Debt, or secured to the extent permitted under Section 7.01(i), of an Acquiree outstanding at the time of the Acquisition of such Acquiree otherwise permitted under Section 7.02(e); provided that such Debt shall be expressly subordinate is not created in contemplation of or in connection with such Acquisition or such Person becoming a Subsidiary, as the case may be; and (ii) without duplication, unsecured Debt incurred by Borrower or any Subsidiary thereof in connection with any Acquisition otherwise permitted under Section 7.02(e), consisting of Debt owed to the payment seller(s) in full in cash of a Permitted Acquisition representing the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any timedeferred purchase price for such Acquisition; (f) Debt in respect of Hedging Obligations permitted under of: (i) capital leases; (ii) Synthetic Lease Obligations; and (iii) purchase money obligations for fixed or capital assets within the limitations set forth in Section 10.157.01(n); (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Shortline Debt”); (h) Permitted Subordinated Debt; (i) Debt with subject to an Intercreditor Agreement acceptable to Administrative Agent and which is (i) a floorplan facility from CNH Capital America, LLC and (ii) floorplan facility from Agricredit Acceptance, LLC not to exceed $125 million (or a replacement thereof). (j) Debt in respect to suretyof: (i) workers’ compensation claims or obligations in respect of health, disability or other employee benefits; (ii) property, casualty or liability insurance or self-insurance; (iii) completion, bid, performance, appeal and performance or surety bonds obtained by issued for the Company account of Borrower or any Subsidiary thereof; or (iv) bankers’ acceptances and other similar obligations not constituting Debt for borrowed money; in each of its Subsidiaries the foregoing cases, to the extent incurred in the ordinary course of business; (k) Intercompany Debt of the Borrower or any Subsidiary owing to and held by the Borrower or any Subsidiary; provided that (i) if the Borrower or any Subsidiary Guarantor is the obligor on such Debt incurred by and any Subsidiary (other than a Subsidiary Guarantor) is the Company obligee thereof, such Debt must be unsecured and expressly subordinated to the seller prior payment in full in cash of all Obligations (including, with respect to any Permitted Acquisition as part Subsidiary Guarantor, its obligations under Section 10.14, and (ii) Debt owed to the Borrower or any Subsidiary Guarantor must be evidenced by an unsubordinated promissory note pledged to the Administrative Agent under the applicable Collateral Document; (l) Unsecured Debt not otherwise permitted under subsections (a) through (f) inclusive of the consideration therefor, provided that such Debt is unsecured and, if this Section 7.03 in an aggregate outstanding principal amount not in excess of $15,000,000 in the aggregate, is subordinated 5,000,000 but only to the Secured Obligations, on terms reasonably acceptable to extent the Required Holders;incurrence or maintenance of such Debt would not otherwise result in an Event of Default; or (jm) Debt incurred by Guarantees in connection with private label credit cards of the Company pursuant to this Agreement Borrower’s customers and the Notes; and (k) additional unsecured Debt lease residuals in an aggregate amount at any time outstanding not exceeding to exceed $25,000,0005,000,0000.

Debt. Neither the Company nor The Parent will not, and will not permit any of its Subsidiaries shall directly or indirectly createRestricted Subsidiary to, incur, create, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except: (a) the Notes or other Secured ObligationsIndebtedness and the U.S. Notes or other U.S. Secured Indebtedness; (b) Permitted Existing the Guarantee by the Parent or any Restricted Subsidiary of any Debt and Permitted Refinancing Debtof any Restricted Subsidiary that is otherwise permitted hereunder so long as such Guarantee guarantees not more than the percentage of such Debt that equals the percentage of common equity owned directly or indirectly by the Parent or any Restricted Subsidiary, as applicable, in such Restricted Subsidiary at the time such Guarantee is executed; (c) Debt in respect of obligations secured by Customary Permitted Liensthe Parent or any Restricted Subsidiary to the Parent or any other Restricted Subsidiary; (d) Debt constituting Contingent Obligations permitted by Section 10.5outstanding on the date hereof and set forth on Schedule 9.02, including without limitation the Existing Debt; (e) Debt arising from intercompany loans of a Person which becomes a Restricted Subsidiary after the date hereof, provided that (i) such Debt existed at the time such Person became a Restricted Subsidiary and advances was not created in anticipation thereof, (aii) from any Subsidiary immediately after giving effect to the Company acquisition of such Person by the Parent or any wholly-owned Subsidiary a Restricted Subsidiary, no Default or Event of Default shall have occurred and be continuing and (biii) from the Company that all Debt incurred under this clause (e), together with all Debt incurred pursuant to any wholly-owned Domestic Incorporated Subsidiary or clause (cj) from the Company to any wholly-owned Foreign Incorporated Subsidiary; providedbelow, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed US$45,000,000 in the Permitted Foreign Subsidiary Investment Amount aggregate at any timeone time outstanding; (f) Debt in respect endorsements of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries negotiable instruments for collection in the ordinary course of business; (g) Debt consisting of performance bonds, surety bonds, appeal bonds, injunctions bonds and other obligations of a like nature provided by the Parent or any Restricted Subsidiary; (h) Non-Recourse Debt in an aggregate amount outstanding at any time not to exceed US$15,000,000; (i) Debt incurred by the Company to the seller in any constituting Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required HoldersInvestments; (j) Debt incurred to finance the acquisition, construction or improvement of fixed or capital assets (including, without limitation, obligations in connection with Capital Leases) secured by Liens permitted by Section 9.03(i); provided that all Debt incurred under this clause (j), together with all Debt incurred pursuant to clause (e) above, does not exceed US$45,000,000 in the aggregate at any one time outstanding; (k) other Debt not to exceed US$65,000,000 in the aggregate at any one time outstanding; (l) Debt associated with worker’s compensation claims, unemployment insurance laws or similar legislation incurred in the ordinary course of business; (m) Taxes, assessments or other governmental charges which are not yet due or are being contested in good faith in accordance with Section 7.09; (n) Debt and any guarantees thereof by the Company pursuant Guarantors (including any Persons becoming Guarantors simultaneously with the incurrence of such Debt), provided that: (i) 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), no Default exists or would exist, (ii) such Debt is not secured by any Lien, (iii) such Debt does not have any scheduled amortization of principal prior to this Agreement the Maturity Date, (iv) such Debt has a stated maturity no earlier than 91 days after the Maturity Date, (v) such Debt does not have mandatory redemption events that are not Events of Default hereunder, (vi) such Debt does not prohibit prior repayment of Loans or the U.S. Loans, and (vii) at the time any such Debt is incurred, the Global Borrowing Base then in effect (and to the extent the issuer or guarantor of such Debt is the Parent or a U.S. Guarantor, U.S. Borrowing Base) shall be automatically reduced by the lesser of (A) an amount equal to the product of 0.25 multiplied by the stated principal amount of such Debt, rounded to the nearest US$1,000,000 and (B) if requested by the Parent, an amount (which may be zero) approved by the Required Lenders and, if applicable, the Required U.S. Lenders, and the NotesGlobal Borrowing Base (and, if applicable, U.S. Borrowing Base) as so reduced shall become the new Global Borrowing Base (and, if applicable, U.S. Borrowing Base) immediately upon the date of such issuance or assumption, effective and applicable to the Parent and the Borrower, the Global Administrative Agent, each Issuing Bank and the Lenders on such date until the next redetermination or modification thereof hereunder. For purposes of this Section 9.02(n), the “stated principal amount” shall mean the stated face amount of such Debt without giving effect to any original issue discount; (o) Any renewals, refinancings or extensions of (but, except to the extent permitted herein, not increases in (except to cover premiums or penalties)) any Debt described in clauses (d), (e), (j) or (n) of this Section 9.02; provided, however, that any refinancing of Debt described in clause (n) shall comply with the provisions of such clause (n); (p) Debt consisting of the financing of insurance premiums if the amount financed does not exceed the premium payable for the current policy period; (q) Debt consisting of obligations to deliver commodities, goods or services, including, without limitation, Hydrocarbons, in consideration of one or more advance payments so long as delivery of such commodities, goods or services is due within 60 days of such advance payment; and (kr) additional unsecured Debt consisting of deferred put premiums on Swap Agreements entered into the Parent or any Restricted Subsidiary with Approved Counterparties; (s) Debt incurred by the Parent or any Restricted Subsidiary as a result of credit support (in the form of cash) provided by, or on behalf of, counterparties pursuant to any Swap Agreement, not to exceed the amount of such cash held by the Parent or such other Restricted Subsidiary; and (t) Debt incurred by the Parent or any Restricted Subsidiary as contemplated by the ▇▇▇▇▇▇▇ Shale Transaction, including, without limitation, in the form of Guarantees of the obligations of MLP Opco in an aggregate amount not to exceed US$4,000,000 at any time outstanding not exceeding $25,000,000outstanding. For the avoidance of doubt, to the extent any Debt could be attributable to more than one subsection of this Section 9.02, the Parent or any Restricted Subsidiary may categorize all or any portion of such Debt to any one or more subsections of this Section 9.02 as it elects and unless as otherwise expressly provided, in no event shall (x) the same portion of any Debt be deemed to utilize or be attributable to more than one subsection of this Section 9.02 or (y) the Parent or any Restricted Subsidiary utilize Section 9.02(k) for the purposes of issuing unsecured senior notes or unsecured subordinated notes in the capital markets.

Debt. Neither the Company Borrower nor any of its Subsidiaries shall directly or indirectly will incur, create, incur, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except: (a) the Secured Obligations;Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Permitted Existing Debt accounts payable and Permitted Refinancing Debt;other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which are not greater than 90 days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (c) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of their Wholly-Owned Subsidiaries, and, provided further , that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in respect of obligations secured by Customary Permitted Liens;the Guaranty Agreement. (d) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash endorsements of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries negotiable instruments for collection in the ordinary course of business;. (e) other Debt not to exceed $20,000,000 in the aggregate at any one time outstanding. (f) Debt under any Senior Notes issued after the Effective Date, provided that (i) at the time of incurring such Debt incurred by (A) no Default has occurred and is then continuing and (B) no Default would result from the Company incurrence of such Debt after giving effect to the seller in any Permitted Acquisition as part incurrence of the consideration therefor, provided that such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) after giving effect to each such incurrence, the Borrower is unsecured andin pro forma compliance with Section 9.01(b), if in excess (iii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iv) such Debt does not mature sooner than one year after the Maturity Date, (v) the terms of $15,000,000 in such Debt are not materially more onerous, taken as a whole, than the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) Debt incurred by the Company pursuant to of this Agreement and the Notes; and other Loan Documents, and (kvi) additional unsecured Debt in an aggregate amount at the Borrowing Base is adjusted as contemplated by Section 2.07(f) and the Borrower makes any time outstanding not exceeding $25,000,000prepayment required under Section 3.04(c)(iii).

Debt. Neither Holdings and the Company nor Borrower shall not, and shall not permit any of its Subsidiaries shall directly or indirectly to, create, incur, assume assume, permit to exist or otherwise become maintain any Debt or remain directly or indirectly liable with respect to any Contingent Obligation, other than the following Debt (collectively, “Permitted Debt, except:”): (a) Debt of Holdings and any of its Subsidiaries under the Secured ObligationsLoan Documents; (bi) Permitted Existing Debt described on Schedule 8.12 (it being understood and Permitted agreed that any such Debt that is repaid shall not be reborrowed) and any Refinancing DebtDebt thereof and (ii) any intercompany Debt outstanding on the Closing Date; (c) Capital Leases and purchase money Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any equipment acquired after the Closing Date (as defined in respect Article 9 of obligations secured by Customary Permitted Liensthe UCC) held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise); provided that, (x) at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of Holdings and its Subsidiaries, shall not exceed the greater of (A) $25,000,000 and (B) 5.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence) and (y) no further financings and/or Refinancings of such Debt shall be permitted following the initial acquisition of the equipment; (d) Debt constituting Contingent Obligations permitted by Section 10.5endorsements for collection or deposit, in either case in the ordinary course of business; (e) Debt arising from intercompany loans incurred under Hedge Agreements, provided that such Hedge Agreements are entered into by a Borrower or Subsidiary of Holdings (x) solely to hedge fluctuations in interest rates under this Credit Agreement and advances the usage of gas, diesel and electricity and (ay) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any timefor speculative purposes; (f) Debt Guaranties by Holdings and its Subsidiaries in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company of Holdings or any of its Subsidiaries after otherwise permitted under this Agreement; provided that (i) if the date hereof Debt being guaranteed is Subordinated Debt, such Guaranties shall be subordinated in right of payment to finance the acquisition Guaranty of fixed assets or the Obligations on terms at least as favorable to the Lenders as those contained in conjunction with a Permitted Acquisition, if (1) at the time subordination of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrenceSubordinated Debt, (2ii) such if the Debt has being guaranteed by any Obligor is Debt of a scheduled maturity and Subsidiary of Holdings that is not due on demandan Obligor, such Guaranty must be permitted to be incurred as an Investment pursuant to Section 8.11 and (3iii) no Guaranty by any Subsidiary of Holdings of any Debt of an Obligor shall be permitted unless such Debt does not exceed the lower Subsidiary shall have also provided a Guaranty of the fair market value Obligations; (i) Debt arising from the honoring by a bank or the cost other financial institution of the applicable fixed assets on the date acquireda check, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing draft or similar instrument drawn against insufficient funds; provided that such Debt is permitted under Section 10.3 extinguished within five Business Days of its incurrence and (such Debt being referred to herein as “Permitted Purchase Money Debt”)ii) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased or rented in the ordinary course of business; (h) Debt of any Obligor owing to any other Obligor; (i) Debt of any Obligor or Subsidiary of Holdings in respect of (i) performance bonds, completion guarantees, surety bonds, appeal bonds, bid bonds, other similar bonds, instruments or obligations, in each case provided in the ordinary course of business (including to secure workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or other Debt with respect to suretyreimbursement-type obligations), appeal and performance bonds obtained by but excluding any of the Company foregoing issued in respect of or to secure Debt for Borrowed Money; (ii) Debt owed to any Person providing, or relating to the provision of, workers’ compensation, health, disability or other employee benefits or property, casualty, liability, or other insurance to any Obligor or any of its Subsidiaries Subsidiaries, so long as the amount of such Debt is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Debt is incurred and such Debt is outstanding only during such year, (iii) Debt in respect of cash management services, netting services, ACH arrangements, overdraft protection and other arrangements arising under standard business terms of any bank at which any Obligor or any Subsidiary of Holdings maintains an overdraft, cash pooling or other similar facility or in connection with Deposit Accounts incurred in the 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; (i) unsecured Debt incurred under this clause (j)(i) at any time outstanding in an aggregate principal amount not to exceed the greater of (x) $7,500,000 and (y) 1.0% of Consolidated Total Assets (at any time); and (ii) Debt incurred under this clause (j)(ii) at any time outstanding in an aggregate principal amount not to exceed the greater of (x) $7,500,000 and (y) 1.0% of Consolidated Total Assets (at any time); (k) Debt (x) representing deferred compensation, severance and health and welfare retirement benefits to current and former employees, directors, consultants, partners, members, contract providers, independent contractors or other service providers of Holdings (or any Parent Entity thereof), the Borrower and the Subsidiaries of Holdings incurred in the ordinary course of business, (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 Company to the seller purpose of financing such acquisition or (z) consisting of earnout obligations incurred in connection with any Permitted Acquisition as part or any other acquisition constituting a Permitted Investment 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 Parent Entity thereof), the Borrower or the Subsidiaries of Holdings under deferred compensation arrangements to their employees, directors, partners, members, consultants, independent contractors or other service providers, (y) other similar arrangements incurred by such Persons in connection with Permitted Acquisitions (or other acquisitions constituting Permitted Investments) or (z) any other Investment permitted under Section 8.11; (m) Debt consisting of promissory notes issued by the Subsidiaries of Holdings to their current or former officers, directors, partners, members, and employees and their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes to finance the retirement, acquisition, repurchase, purchase or redemption of Stock of Holdings (or Stock of any Parent Entity or the Borrower) in each case permitted by Section 8.10; (n) Debt consisting of (i) the financing of insurance premiums or (ii) take or pay obligations entered into in the ordinary course of business; (o) [reserved]; (p) prepaid or deferred revenue arising in the ordinary course of business or in the ordinary course of business for similarly situated businesses in the Borrower’s industry; (i) ABL Facility Indebtedness in an aggregate principal amount of loans and letters of credit not to exceed the lesser of (A) $38,500,000 and (B) the amount permitted under the ABL Intercreditor Agreement and any Refinancing Debt thereof not prohibited by the terms of the consideration thereforABL Intercreditor Agreement; provided that (x) the Lenders shall have reasonably approved each ABL Credit Agreement and related loan documentation, (y) the ABL Facility Indebtedness is secured by (1) a first-priority security interest in the Current Asset Collateral of Holdings and its Subsidiaries and (2) a second-priority security interest in the Fixed Asset Collateral and (z) such Debt is subject to the ABL Intercreditor Agreement, and (ii) solely on the Closing Date, ProFrac Term Facility Indebtedness provided that such Debt is unsecured and, if in excess shall be paid off with the proceeds of $15,000,000 in the aggregate, is subordinated to Loans on the Secured Obligations, on terms reasonably acceptable to the Required HoldersClosing Date; (jr) Guaranties incurred in the ordinary course of business (and not in respect of Debt incurred by the Company pursuant for borrowed money) in respect of obligations to this Agreement and the Notes; andsuppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners; (ki) additional unsecured Debt in respect of obligations of Holdings or any of its Subsidiaries to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money and (ii) unsecured Debt in respect of intercompany obligations of Holdings or any of its Subsidiaries in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and not in connection with the borrowing of money; (t) the Monarch Acquisition Seller Debt, in an aggregate principal amount at not to exceed $54,687,500 less the aggregate amount of all payments and prepayments in respect of the principal amount thereof after the Closing Date (excluding any time outstanding not exceeding $25,000,000fees, costs, expenses and indemnification obligations that may also be payable thereunder), provided that, for so long as the Monarch Acquisition Seller Debt is outstanding, the Lenders hereunder shall have a second-priority Lien on any assets granted as collateral pursuant to the Monarch Security Documents (other than Excluded Assets and subject to the same customary limitations and requirements set forth in the Security Agreement); (u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above.

Debt. Neither the Company nor Not, and not permit any of its Subsidiaries shall directly or indirectly other Loan Party to, create, incur, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except:except the following (“Permitted Debt”): (a) Obligations under this Agreement and the Secured Obligationsother Loan Documents; (b) Permitted Existing Debt secured by Liens permitted by Section 7.2(d), and Permitted Refinancing Debtextensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $4,000,000; (c) Debt in respect of obligations secured by Customary Permitted LiensBorrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Subsidiary (other than PAUSE Insurance) to Borrower or a domestic Wholly-Owned Subsidiary; (d) Debt constituting Contingent Hedging Obligations permitted by incurred to satisfy Borrower’s obligations under Section 10.56.9; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor described on such Debt, such Debt shall be expressly subordinate to the payment in full in cash Schedule 7.1 as of the Secured Obligations; providedClosing Date, furtherand any extension, that renewal or refinancing thereof so long as the aggregate of all Foreign Subsidiary Investments does principal amount thereof is not exceed the Permitted Foreign Subsidiary Investment Amount at any timeincreased; (f) Debt Contingent Obligations arising with respect to customary indemnification obligations in respect favor of Hedging Obligations purchasers in connection with dispositions permitted under Section 10.157.5; (g) secured Contingent Obligations (i) by endorsement of instruments for deposit or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 collection in the aggregate outstanding at ordinary course of business, or (ii) consisting of guarantees of Debt incurred for the benefit of any time, and (5) any Lien securing such Debt other Loan Party if the primary obligation is permitted under elsewhere in this Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”)7.1; (h) The accrual and capitalization of interest on any Permitted Debt; (i) Debt consisting of promissory notes issued by any Loan Party to former officers, directors, employees (or their estates, spouses or former spouses) of Borrower or Holdings to purchase or redeem capital stock of Borrower or Holdings upon the termination of employment, in accordance with Section 7.4(vi); (j) Debt incurred in connection with the financing of insurance premiums; (k) Debt in respect to suretyof netting services, appeal overdraft protections and performance bonds obtained by the Company or any of its Subsidiaries otherwise in connection with deposit accounts, so long as such Debt is incurred in the ordinary course of business; (l) Debt incurred in connection with Liens permitted under Section 7.2(b); (m) Seller Debt incurred in connection with Acquisitions permitted hereunder, provided that (i) such Debt is subordinated to the Obligations on terms consented to by Second Lien Agent in its reasonable discretion and (ii) the aggregate outstanding amount of such Debt does not at any time exceed $5,000,000; (n) Earn-outs incurred in connection with Acquisitions permitted hereunder; (o) Subordinated Debt incurred by the Company to Borrower and guarantees thereof by the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required HoldersSubsidiaries; (jp) The First Lien Debt; (q) Debt incurred of Holdings to the Borrower permitted by the Company pursuant to this Agreement and the NotesSection 7.4; and (kr) additional unsecured Other Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time outstanding not exceeding $25,000,0003,500,000.

Debt. Neither the Company The Borrower shall not nor shall it permit any of its Subsidiaries shall directly Subsidiary to incur or indirectly create, incur, assume or otherwise become or remain directly or indirectly liable with respect to maintain any Debt, exceptDebt other than: (a) the Secured Obligations; (b) Permitted Existing Debt and Permitted Refinancing Debtdescribed on Schedule 6.8 attached hereto; (c) Debt representing any extension, renewal or refinancing of Debt described on Schedule 6.8 attached hereto that (i) does not increase the principal amount thereof or shorten the maturity or other date of repayment thereof (except to the extent such shortened maturity date or date of other repayment occurs after the Stated Termination Date) from that existing immediately prior to such extension, renewal or refinancing; (ii) does not result in an interest rate which is greater than the market rate generally available to companies similarly situated to the Borrower for similar transactions or (iii) does not change in any material respect any terms of obligations secured by Customary Permitted Lienssubordination with respect to the Obligations; provided, none of the instruments and agreements evidencing or governing such Debt (including extensions, renewals and refinancings thereof) shall be amended, modified or supplemented after the Closing Date (nor shall any new or other documents be entered into which are effective) to change any terms of repayment, restrictions against incurring Liens or Debt, or rights of put or exchange, or mandatory prepayment reduction in commitment or addition of or adverse change in any borrowing base with respect to such Debt from such terms and rights as in effect on the Closing Date, except as would not be materially adverse to the interests of the Agent and the Lenders in any material respect; (d) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash incurred as a result of the Secured Obligations; provided, further, that the aggregate endorsement of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured negotiable instruments for deposit or unsecured purchase money Debt (including Capital Leases) incurred by the Company collection or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries similar transactions in the ordinary course of business; (ie) Debt incurred exclusively to finance machinery, equipment and other fixed assets purchased after the date hereof; provided that if such Debt is secured, it is secured solely by a Lien permitted in accordance with Sections 7.15(c) hereof; (f) Debt incurred after the Company date hereof the proceeds of which are used solely to the seller in any Permitted Acquisition as part of the consideration thereformake Refinancing Payments, provided that no Default nor Event of Default exists at the time such Debt is unsecured andincurred or would result from the incurrence of such Debt, and such Debt (i) if secured, is secured solely by a Lien permitted in excess accordance with Sections 7.15(d) hereof, (ii) shall not exceed an aggregate principal amount equal to the difference of (A) $15,000,000 308,500,000 less (B) the aggregate principal amount of Net Proceeds of Dispositions permitted under Section 7.8(a)(iv), (iii) may not be reborrowed after repayment, (iv) may not contain affirmative and negative covenants and events of default that are more restrictive in any material respect than those contained in the aggregateLoan Documents, is subordinated to and (v) shall not have a maturity date or other date for principal payment or mandatory prepayment sooner than the Secured Obligations, on terms reasonably acceptable to first Business Day following the Required HoldersStated Termination Date; (jg) if permitted under Section 7.10 hereof, Debt of any Subsidiary owing to the Borrower or a Subsidiary and Debt of the Borrower owing to a Subsidiary; (h) additional Debt of the Borrower and its Subsidiaries, including Debt (other than Obligations hereunder) incurred by or assumed in connection with Permitted Acquisitions, provided that (i) such Debt may not be reborrowed after repayment, (ii) any financial covenants and events of default contained in the Company documents evidencing such additional Debt are not more restrictive in any material respect than those contained in the Loan Documents, (iii) neither a Default nor Event of Default exists at the time such additional Debt is incurred or would result from the incurrence of such additional Debt, (iv) at the time of the most recent Tested Debt Incurrence, the Borrower's Fixed Charge Coverage Ratio was at least 1.00 to 1.00 for the Twelve-Month Period ending as of the most recently ended fiscal quarter, and (v) in the event such additional Debt matures or requires any principal payment, including pursuant to this Agreement and mandatory prepayment or redemption, on or prior to the NotesStated Termination Date, the aggregate amount outstanding of such additional Debt which is due (either at maturity or as a principal payment) prior to the Stated Termination Date shall not at any time exceed $100,000,000; and (ki) additional unsecured Any Guaranty of Debt in an aggregate amount at of the Borrower or any time outstanding Guarantor which is permitted to be incurred pursuant to this Section 7.11. Notwithstanding the foregoing, the Borrower shall not, and shall not exceeding $25,000,000permit any Subsidiary to, incur after the Closing Date any Debt secured by a Lien to the extent the incurrence of such Debt would not have been permitted under Section 10.16 of the Note Indentures if incurred on the Closing Date.

Debt. Neither the Company The Borrower will not, nor will it permit any of its the Restricted Subsidiaries shall directly or indirectly createto, incur, create, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except: (a) the Notes or other Obligations arising under the Loan Documents, Cash Management Agreements or the Secured ObligationsSwap Agreements; (b) Permitted Existing Debt of the Borrower and the other Credit Parties existing on the date hereof that is reflected on Schedule 9.02 and any Permitted Refinancing Debt issued or incurred to refinance such Debt;. (c) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the aggregate principal amount of all Debt described in respect of obligations secured by Customary Permitted Liensthis Section 9.02(c) at any one time outstanding shall not to exceed $50,000,000 in the aggregate; (d) intercompany Debt constituting Contingent between the Borrower and any other Credit Party or between Credit Parties; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Credit Party; and, provided further, that any such Debt owed by a Credit Party shall be subordinated to the Obligations permitted by Section 10.5on terms set forth in the Guarantee Agreement; (e) Debt arising from intercompany loans constituting a guaranty by a Credit Party of Debt permitted to be incurred under this Section 9.02 and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Permitted Refinancing Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any timerespect thereof; (f) (i) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding, which may be secured as permitted by Section 9.03; provided, however, that the Borrowing Base shall have been adjusted to the extent required by Section 2.06(e) and (ii) Permitted Refinancing Debt in respect of Hedging Obligations permitted under Section 10.15thereof; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or arising under Swap Agreements in conjunction compliance with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”)9.16; (hi) Specified Additional Debt; provided that (A) immediately after giving effect to the incurrence or issuance thereof and the use of proceeds therefrom (and any Transfer, any acquisition, any designation of any Restricted Subsidiary as an Unrestricted Subsidiary and any other transactions related thereto or in connection therewith), the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 as of the last day of the immediately preceding fiscal quarter for which financial statements are available and (B) the Borrowing Base shall have been adjusted to the extent required by Section 2.06(e) (the “Additional Debt with Conditions”) and (ii) any Permitted Refinancing Debt in respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries Debt described in the ordinary course of businessclause (i); (i) Debt incurred by in the Company ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the seller deferred purchase price of Property (including “earn-outs” or similar obligations) and purchase price adjustments in respect of the purchase of Property (including pursuant to any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holdersor Investment permitted hereunder); (ji) Debt of the Borrower or any Restricted Subsidiary assumed in connection with any acquisition (including any Permitted Acquisition) or other Investment permitted hereunder subject to the Additional Debt Conditions (“Assumed Debt”); provided that, with respect to any such Debt incurred after the Effective Date, (A) immediately after giving effect to the incurrence or issuance thereof and the use of proceeds therefrom (and any Transfer, any acquisition, any designation of any Restricted Subsidiary as an Unrestricted Subsidiary and any other transactions related thereto or in connection therewith), the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 as of the last day of the immediately preceding fiscal quarter for which financial statements are available and (B) if secured, secured by Junior Liens subject to the representative of such Debt becoming party to a Customary Intercreditor Agreement and (C) the Borrowing Base shall have been adjusted to the extent required by the Company pursuant to this Agreement Additional Debt Conditions, and the Notes(ii) any Permitted Refinancing Debt in respect of Debt described in Section 9.02(j)(i); and (k) additional unsecured to the extent constituting Debt, the Existing Carrizo Preferred Stock (and any Refinancing Preferred Stock or Qualified Preferred Stock issued to replace or refinance the Debt incurred under this Section 9.02(k)). For purposes of determining compliance with Section 9.02, in the event that an item of Debt (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Debt described in Sections 9.02(a) through 9.02(k) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such item of Debt (or any portion thereof) in any one or more of the types of Debt described in Sections 9.02(a) through 9.02(k) and will only be required to include the amount and type of such Debt in such of the above Sections as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an aggregate amount at any time outstanding not exceeding $25,000,000item of Debt in more than one of the types of Debt described in Sections 9.02(a) through 9.02(k) above.

Debt. Neither the Company Borrower nor any of its Subsidiaries shall directly or indirectly Subsidiary will incur, create, incur, assume or otherwise become or remain directly or indirectly liable with respect permit to exist any Debt, except: (a) The Loans or other Obligations or any guaranty of or suretyship arrangement for the Secured Loans or other Obligations; (b) Permitted Existing Debt of the Borrower or any Subsidiary existing on the Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.01, and Permitted Refinancing Debtany renewals or extensions (but not increases) thereof; (c) Debt accounts payable (for the deferred purchase price of Property or services) from time to time incurred in respect the ordinary course of obligations secured business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by Customary Permitted Liensappropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) (i) capital leases, (ii) Equipment Leases, and (iii) purchase money Debt constituting Contingent Obligations permitted by Section 10.5which in each purchase money Debt case shall not exceed 100% of the lesser of the total purchase price and the fair market value of the Property acquired as determined at the time of acquisition, provided all Debt incurred pursuant to this clause (d) shall not exceed $18,000,000 per fiscal year; (e) Subordinated Debt arising from intercompany loans and advances (a) from any Subsidiary to so long as the Company or any wholly-owned Subsidiary or (b) from Borrower has delivered a Compliance Certificate concurrently with the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any timeissuance thereof demonstrating pro forma compliance with Article IX; (f) Debt prepayments for services rendered in respect the ordinary course of Hedging Obligations permitted under Section 10.15;business provided that no default exists in delivery of the service for which any such prepayments were made. (g) secured or unsecured purchase money Debt between and among the Borrower and/or any Guarantors (including Capital Leases) incurred by other than the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”Parent); (h) Debt with respect to suretysurety bonds and similar instruments of the nature and for the purposes described in Schedule 7.02, appeal and performance bonds obtained by the Company or any of its Subsidiaries in the ordinary course of businessitem 1; (i) Debt incurred by obligations of Waste Corporation Texas under the Company to Installment Sale Agreement and the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holdersdocuments related thereto; (j) Debt incurred by in connection with the Company pursuant to this Agreement and the NotesFirst Lien Financing; and (k) additional so long as no Default has occurred and continuing, unsecured Debt earn-out obligations of the Borrower or any Guarantor payable to a seller and incurred in an aggregate amount at any time outstanding not exceeding $25,000,000connection with a Qualified Acquisition Expenditure.

Debt. Neither the Company nor Not, and not permit any of its Subsidiaries shall directly or indirectly other Loan Party to, create, incur, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except: (a) Obligations under this Agreement and the Secured Obligationsother Loan Documents; (b) Permitted Existing Debt and Permitted Refinancing Subordinated Debt; (c) Debt in respect of obligations secured by Customary Permitted LiensLiens permitted by Section 7.2(b), Section 7.2(d) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $500,000; (d) Debt constituting Contingent with respect to any Hedging Obligations permitted by Section 10.5incurred for bona fide hedging purposes and not for speculation; (e) Debt (i) arising from intercompany loans and advances customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (aii) from representing deferred compensation to employees of any Subsidiary to Loan Party incurred in the Company or any wholly-owned Subsidiary ordinary course of business, or (biii) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred representing customer deposits and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 advance payments received in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any ordinary course of its Subsidiaries business from customers for goods purchased in the ordinary course of business; (if) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business; (g) Debt incurred by the Company to the seller in any Permitted Acquisition as part connection with surety bonds, performance bonds or letters of the consideration thereforcredit for worker’s compensation, provided that such Debt is unsecured and, if in excess unemployment compensation and other types of $15,000,000 social security and otherwise in the aggregate, is subordinated ordinary course of business or referred to the Secured Obligations, on terms reasonably acceptable to the Required Holdersin Section 7.2(e); (jh) Debt incurred described on Schedule 7.1 as of the Closing Date, and any extension or renewal thereof so long (i) as the principal amount thereof is not increased, (ii) as the terms and conditions of such extension, renewal or refinancing are substantially identical to the original Debt, (iii) as to such extension or renewal, no collateral or other form of security is granted by the Company pursuant to this Agreement and the NotesBorrower in connection therewith; and (ki) additional unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time outstanding not exceeding $25,000,000100,000.

Debt. Neither the Company nor any of its Subsidiaries shall directly or indirectly createCreate, incur, assume guarantee or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except: (a) the Secured Obligations; (b) Permitted Existing Debt outstanding on the Closing Date and Permitted Refinancing Debtlisted on Schedule 10.2.3; (c) Debt consisting of unsecured intercompany loans among Parent and any Subsidiary or unsecured guarantees of Parent or any Subsidiary in respect of obligations secured by Customary Permitted LiensDebt of Parent or any Subsidiary so long as, in each case, the corresponding Investment is permitted under Section 10.2.2; (d) Debt constituting Contingent Obligations permitted of Parent or any Subsidiary existing or arising under any Hedging Agreement, provided that such Hedging Agreement was entered into by Section 10.5such Person to hedge risks arising in the Ordinary Course of Business and not for speculative purposes; (e) Debt arising from intercompany loans in respect of Capital Leases, Off-Balance Sheet Liabilities and advances (a) from any Subsidiary to the Company purchase money obligations for fixed or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiarycapital assets; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, furtherhowever, that the aggregate amount of all Foreign such Debt at any one time outstanding shall not exceed $25,000,000; (f) Debt that is in existence when a Person becomes a Subsidiary Investments or that is secured by an asset when acquired by a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $25,000,000 in the Permitted Foreign Subsidiary Investment Amount aggregate at any time; (fg) Debt of any wholly owned Subsidiary to Parent or another wholly owned Subsidiary constituting the purchase price in respect of Hedging Obligations intercompany transfers of goods and services made in the Ordinary Course of Business to the extent otherwise permitted under by Section 10.1510.2.8 and not constituting Debt for borrowed money; (gh) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company of Parent or any Subsidiary in connection with guaranties resulting from endorsement of negotiable instruments in the Ordinary Course of Business; (i) Debt on account of surety bonds and appeal bonds in connection with the enforcement of rights or claims of Parent or its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction connection with a Permitted Acquisitionjudgments not resulting in an Event of Default under Section 11.1(g); (j) any refinancings, if refundings, renewals or extensions of Debt permitted pursuant to Sections 10.2.3(b) and (1e); provided that (i) the amount of such Debt is not increased at the time of such incurrencerefinancing, 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) Debt subordinated to the Obligations is not refinanced except on subordination terms at least as favorable to Agent and the Lenders and no Event more restrictive on Parent and its Subsidiaries than the subordinated Debt being refinanced; (k) Bank Product Debt (other than Debt arising under Hedging Agreements); (l) the Convertible Debt so long as such Debt: (i) is not secured by a Lien, and (ii) does not have scheduled amortization in excess of Default 10% per year; (m) any refinancings, refundings, renewals or Default has occurred extensions of the Convertible Debt, so long as: (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 is continuing or would result from fees and expenses reasonably incurred, in connection with such incurrencerefinancing and by an amount equal to any existing commitments unutilized thereunder, (2ii) such Debt is not secured by a Lien, (iii) such Debt has a scheduled maturity date that is at least 6 months after June 23, 2019, and is not due on demand, (3iv) such Debt does not exceed the lower have scheduled amortization in excess of 10% per year (any Debt that satisfies each such condition, a “Qualifying Convertible Debt Financing”); (n) Debt that is not included in any of the fair market value preceding clauses of this Section, is not secured by a Lien, or is secured by a lien permitted by Section 10.2.1(n), and does not exceed $50,000,000 in the aggregate at any time; (o) other Debt that is not included in any of the preceding clauses of this Section so long as such Debt: (i) is not secured by a Lien, (ii) has a maturity date that is at least 6 months after the Facility Termination Date, and (iii) does not have scheduled amortization in excess of 10% per year; and (p) Debt to the Person, or the cost beneficial holders of Equity Interests in the Person, whose assets or Equity Interests are acquired in a Permitted Acquisition where such Debt (i) is payable in full no sooner than three years from the date of such Acquisition, (ii) is repayable in installments of no more than one-third of the applicable fixed assets on initial amount in any year after the date acquiredof such Permitted Acquisition, (4iii) bears interest and fees that are consistent with then available market rates for such Debt, (iv) is not secured by a Lien and (v) does not exceed (together with all other Debt incurred under this clause (p)) $25,000,000 in the aggregate at any time.; and (q) other Debt that is not included in any of the preceding clauses of this Section so long as: (i) no Term Loans or Term Loan Commitments are outstanding at the time any such Debt is incurred, (ii) such Debt does not exceed $30,000,000 250,000,000 in the aggregate outstanding at any one time, (iii) such Debt is not secured by a Lien, or is secured by a lien permitted by Section 10.2.1(o), (iv) such Debt has a maturity date that is at least 6 months after the Facility Termination Date, and (5v) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries in the ordinary course of business; (i) Debt incurred by the Company to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if does not have scheduled amortization in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) Debt incurred by the Company pursuant to this Agreement and the Notes; and (k) additional unsecured Debt in an aggregate amount at any time outstanding not exceeding $25,000,00010% per year.

Debt. Neither the Company nor Not, and not permit any of its Subsidiaries shall directly or indirectly other Loan Party to, create, incur, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except:except the following ("Permitted Debt"): (a) Obligations under this Agreement and the Secured Obligationsother Loan Documents; (b) Permitted Existing Debt and Permitted Refinancing Debtincurred in connection with Liens permitted under Section 7.2(b); (c) Debt in respect of obligations secured by Customary Permitted LiensLiens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $7,500,000; (d) (i) Debt constituting Contingent Obligations permitted by Section 10.5of Parent to any Wholly-Owned Domestic Subsidiary, (ii) Debt of any Wholly-Owned Domestic Subsidiary to Parent or another Wholly-Owned Domestic Subsidiary of Parent, and (iii) Debt of any Foreign Subsidiary to another Foreign Subsidiary; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, Hedging Obligations that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does are not exceed the Permitted Foreign Subsidiary Investment Amount at any timefor speculative purposes; (f) Debt described on Schedule 7.1 to the Disclosure Letter as of the Closing Date, and any extension, renewal, replacement, restructuring or refinancing thereof so long as the principal amount thereof is not increased (except by an amount of any accrued interest, fees and expenses, and premium paid in respect of Hedging Obligations permitted under Section 10.15connection with such extension, renewal, replacement, restructuring and refinancing thereof); (g) secured Contingent Obligations arising with respect to customary indemnification obligations or unsecured purchase money Debt (including Capital Leases) incurred by the Company price adjustments or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or similar obligations in conjunction connection with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is dispositions permitted under Section 10.3 (such Debt being referred to herein as “7.4, Permitted Purchase Money Debt”)Acquisitions or Investments permitted by Section 7.10; (h) Permitted Seller Debt and Permitted Earn-Outs; (i) Contingent Obligations (i) by endorsement of instruments for deposit or collection in the ordinary course of business, (ii) consisting of guarantees of Debt incurred for the benefit of any other Loan Party if the primary obligation is permitted elsewhere in this Section 7.1 or (iii) with respect to suretystatutory, surety and appeal and bonds, performance bonds obtained and other similar obligations (including with respect to workers' compensation claims); (j) accrual and capitalization of interest on any Permitted Debt; (k) Debt consisting of promissory notes issued by any Loan Party to former officers, directors, employees (or their estates, spouses or former spouses) of Borrower or Parent to purchase or redeem capital stock of Borrower or Parent upon termination of employment; (l) Debt incurred in connection with the Company or any financing of its Subsidiaries insurance premiums; (m) Debt in respect of netting services, cash management services, overdraft protections and otherwise in connection with deposit accounts, so long as such Debt is incurred in the ordinary course of business; (n) Debt and Contingent Obligations arising in connection with the Existing Letters of Credit and any other letters of credit issued at the request of any Loan Party in the ordinary course of such Loan Party’s business, in an aggregate outstanding amount not at any time exceeding $5,000,000; (o) other Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,500,000; (p) Subordinated Debt; (q) Contingent Obligations arising under guarantees by a Loan Party (other than Parent) of (i) Debt or other obligations of any other Loan Party or (ii) Debt or other obligations of any Subsidiary that is not a Loan Party, which Debt or other obligations are otherwise permitted hereunder and, in the case of clause (ii), when combined with Investments by a Loan Party in any Subsidiary that is not a Loan Party permitted by Section 7.10(a), do not exceed $5,000,000 in the aggregate as reduced on a dollar for dollar basis by the amount of any Debt or other obligations made under this Section 7.1(q)(ii) or any Investment made under Section 7.10(q); provided that if such obligation is subordinated to the Obligations, such guarantee shall be subordinated to the same extent; (r) Debt incurred by any Loan Party under customary agreements consisting of indemnification, adjustment of purchase price or similar obligations entered into in connection with asset dispositions, Permitted Acquisitions and Investments permitted by Section 7.10, or from guarantees or letters of credit, securing the Company performance of any Obligor pursuant to such agreements, incurred or contracted for in connection with asset dispositions, Permitted Acquisitions and such permitted Investments; (s) Debt incurred by joint ventures or minority interests in the seller aggregate amount not to exceed $2,000,000 at any time outstanding; provided that all such Debt shall be non-recourse to any Loan Party; (t) Debt representing deferred compensation, severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of Parent, Borrower and its Subsidiaries incurred in the ordinary course of business or existing on the Closing Date; and (u) Debt assumed or acquired by Borrower or any Subsidiary in connection with a Permitted Acquisition as part of the consideration therefor, Acquisition; provided that such Debt exists at the time that such Person becomes a Subsidiary and is unsecured andnot created in contemplation of or in connection with such Person becoming a Subsidiary and extensions, if in excess renewals and replacements of $15,000,000 in any such Debt that do not increase the aggregateoutstanding principal amount thereof (immediately prior to giving effect to such extension, is subordinated renewal or replacement, other than with respect to the Secured Obligationsaccrual of interest, on terms reasonably acceptable to fees or other similar costs imposed as a result of the Required Holders; (jrefinancing) Debt incurred by or shorten the Company pursuant to this Agreement and maturity or the Notesweighted average life thereof; and (k) additional unsecured Debt in an provided further that the aggregate amount of all such Debt at any time outstanding shall not exceeding exceed $25,000,0007,500,000.

Debt. Neither the Company nor Not, and not permit any of its Subsidiaries shall directly or indirectly other Loan Party to, create, incur, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except:except the following (“Permitted Debt”): (a) Obligations under this Agreement and the Secured Obligationsother Loan Documents; (b) Permitted Existing Debt secured by Liens permitted by Section 7.2(d), and Permitted Refinancing Debtextensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $4,000,000; (c) Debt in respect of obligations secured by Customary Permitted LiensBorrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Subsidiary (other than PAUSE Insurance) to Borrower or a domestic Wholly-Owned Subsidiary; (d) Debt constituting Contingent Hedging Obligations permitted by incurred to satisfy Borrower’s obligations under Section 10.56.9; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor described on such Debt, such Debt shall be expressly subordinate to the payment in full in cash Schedule 7.1 as of the Secured Obligations; providedClosing Date, furtherand any extension, that renewal or refinancing thereof so long as the aggregate of all Foreign Subsidiary Investments does principal amount thereof is not exceed the Permitted Foreign Subsidiary Investment Amount at any timeincreased; (f) Debt Contingent Obligations arising with respect to customary indemnification obligations in respect favor of Hedging Obligations purchasers in connection with dispositions permitted under Section 10.157.5; (g) secured Contingent Obligations (i) by endorsement of instruments for deposit or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 collection in the aggregate outstanding at ordinary course of business, or (ii) consisting of guarantees of Debt incurred for the benefit of any time, and (5) any Lien securing such Debt other Loan Party if the primary obligation is permitted under elsewhere in this Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”)7.1; (h) The accrual and capitalization of interest on any Permitted Debt; (i) Debt consisting of promissory notes issued by any Loan Party to former officers, directors, employees (or their estates, spouses or former spouses) of Borrower or Holdings to purchase or redeem capital stock of Borrower or Holdings upon the termination of employment, in accordance with Section 7.4(vi); (j) Debt incurred in connection with the financing of insurance premiums; (k) Debt in respect to suretyof netting services, appeal overdraft protections and performance bonds obtained by the Company or any of its Subsidiaries otherwise in connection with deposit accounts, so long as such Debt is incurred in the ordinary course of business; (l) Debt incurred in connection with Liens permitted under Section 7.2(b); (m) Seller Debt incurred in connection with Acquisitions permitted hereunder, provided that (i) such Debt is subordinated to the Obligations on terms consented to by Agent in its reasonable discretion and (ii) the aggregate outstanding amount of such Debt does not at any time exceed $15,000,000; (n) Earn-outs incurred in connection with Acquisitions permitted hereunder; (o) Subordinated Debt incurred by the Company to Borrower and guarantees thereof by the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required HoldersSubsidiaries; (jp) The Second Lien Debt; (q) Debt incurred of Holdings to the Borrower permitted by the Company pursuant to this Agreement and the NotesSection 7.4; and (kr) additional unsecured Other Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time outstanding not exceeding $25,000,0003,500,000.

Debt. Neither the Company Borrower shall, nor shall either of them permit any of its Subsidiaries shall directly or indirectly createMaterial Subsidiary to, incur, assume create, assume, or otherwise become or remain directly or indirectly liable with respect permit to exist any Debt, Debt except: (ai) the Secured The Obligations; (bii) Permitted Existing Debt (other than Debt arising out of the PE Obligation to Purchase and, after the Closing Date, Debt under the Existing Credit Agreement) as described on the consolidated balance sheet of Borrowers (and Permitted Refinancing Debtnotes thereto) dated June 30, 1995 furnished to the Banks prior to the date hereof; (ciii) Debt in respect of obligations secured by Customary Permitted Liens; (d) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any timeUnsecured trade debt incurred, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to suretycash advances received from customers, appeal and performance bonds obtained by the Company or any of its Subsidiaries in each case in the ordinary course of business; (iiv) Unsecured intercompany Debt incurred by the Company either Borrower or any Material Subsidiary to the seller in either Borrower or any Permitted Acquisition as part wholly-owned Subsidiary, except that neither Borrower shall make any payments on account of the consideration therefor, provided that any such Debt if, at the time such payment is unsecured andto be made, if in excess any Default or Event of $15,000,000 in the aggregateDefault has occurred and is continuing, or if, after giving effect to such payment, any Default or Event of Default would result; (v) Debt which is subordinated to the Secured Obligations, Obligations on terms reasonably acceptable to the Required HoldersBanks in their sole discretion; (jvi) Debt incurred Unsecured obligations to banks and other financial institutions (A) to reimburse them for liabilities under letters of credit, bankers assurances, bank guarantees, and payment and performance bonds, issued by any such institution to support either Borrower's or any Subsidiary's performance obligations to customers which have advanced money to such Person in the Company pursuant ordinary course of business and/or payment obligations to this Agreement and suppliers of goods or services, or (B) under foreign exchange or interest rate hedge arrangements, provided, that the Notes; and (k) additional unsecured Debt in an aggregate amount of Debt which may be outstanding at any time outstanding under this clause (vi) shall not exceeding exceed Ten Million Dollars ($25,000,000.10,000,000); (vii) Debt described in Subparagraph 5.02(d)(xiii) and Subparagraph 5.02(e);

Debt. Neither the Company Borrower nor any of its Subsidiaries shall directly or indirectly Restricted Subsidiary will incur, create, incur, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except: (a) the Secured ObligationsNotes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents; (b) Permitted Existing Debt existing on the Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.01, and Permitted Refinancing Debtany renewals, extensions or refinancings (but not increases) thereof; (c) Debt (unrelated to Unrestricted Subsidiaries and other than for borrowed money) incurred in respect the ordinary course of obligations secured by Customary Permitted Liensbusiness in connection with Hydrocarbon transportation, Hydrocarbon purchasing or other similar arrangements, provided that such arrangements are disclosed to the Agent and the costs of the financing related to such arrangements are incorporated into the Engineering Reports provided to the Agent; (d) Debt constituting Contingent Obligations permitted under Hedging Agreements with a Lender or another counterparty rated BBB+ by Section 10.5Standard & Poor's Ratings Services or better (or the equivalent rating by another nationally recognized rating service), the notional amounts of which, with respect to commodity Hedging Agreements, do not exceed 80% of Borrower's anticipated oil and/or gas production from producing wells to be prod▇▇▇▇ during the term of such Hedging Agreements, entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the Borrower's and its Subsidiaries' operations; (e) So long as the Threshold Amount equals the Aggregate Commitments and no Borrowing Base Deficiency has occurred which is continuing, additional Debt arising from intercompany loans and advances (aincluding, without limitation, guarantees of Debt of Unrestricted Subsidiaries) from with an outstanding aggregate principal amount not at any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiarytime in excess of $5,000,000; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, furtherhowever, that the aggregate Borrowing Base shall be reduced by the amount of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount such Debt outstanding at any time;time which is in excess of $1,500,000. (f) Debt in respect secured by the Liens permitted by clause (x) of Hedging Obligations permitted under Section 10.15the definition of "Excepted Liens"; provided that such Debt is discharged within 180 days of the relevant acquisition or merger; (g) secured or unsecured purchase money Debt consisting of a pledge of investments in Unrestricted Subsidiaries permitted by clause (including Capital Leasesxii) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost definition of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing "Excepted Liens"; provided that such Debt is permitted under Section 10.3 (such Debt being referred recourse solely to herein as “Permitted Purchase Money Debt”)the investment so pledged; (h) Debt with respect loans and advances between the Restricted Subsidiaries, to surety, appeal any Restricted Subsidiary from the Borrower and performance bonds obtained by to the Company or Borrower from any of its Subsidiaries in the ordinary course of businessRestricted Subsidiary; (i) Debt incurred approved by the Company Majority Lenders which is subordinated on terms satisfactory to the seller in any Permitted Acquisition as part Majority Lenders to the payment of the consideration therefor, provided that Indebtedness (with the Borrowing Base in effect from time to time being reduced by an amount equal to any effect upon the Borrowing Base occasioned by such subordinated Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to judgment of the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) Debt incurred by the Company pursuant to this Agreement and the Notes; and (k) additional unsecured Debt in an aggregate amount at any time outstanding not exceeding $25,000,000Majority Lenders).

Debt. Neither the Company Holdings nor any of its Subsidiaries shall directly incur or indirectly create, incur, assume or otherwise become or remain directly or indirectly liable with respect to maintain any Debt, except:other than the following Debt incurred by any Borrower or any of its Subsidiaries (collectively, “Permitted Debt”): (a) the Secured Obligations; (b) Permitted Existing Debt described on Schedule 8.13, and Permitted any Refinancing DebtDebt thereof; (c) (i) Capital Leases and purchase money secured Debt incurred to purchase any equipment that is not Rental Equipment held for sale or lease, provided that (A) all Liens securing the same attach only to the equipment acquired by the incurrence of such Debt and (B) the aggregate principal amount of such Debt (including Capital Leases) outstanding does not exceed $150,000,000 at any time; and (ii) purchase money secured Debt incurred to purchase in respect the ordinary course of obligations secured its business any Rental Equipment that is held for sale or lease, provided that (A) all Liens securing the same attach only to the Rental Equipment acquired by Customary Permitted Liensthe incurrence of such Debt and (B) the aggregate principal amount of such Debt (including Capital Leases) outstanding does not exceed $20,000,000 at any time; (d) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from of any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company that is not an Obligor to any wholly-owned Domestic Incorporated Subsidiary or Obligor, the net amount of which Debt incurred during any Fiscal Year, taken together with the amount of any Investments during any Fiscal Year (c) from the Company to as reduced by any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash return of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt capital in respect of Hedging Obligations permitted any such Investment during such Fiscal Year) made under Section 10.15; clause (gi) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or definition of “Permitted Investments” during such Fiscal Year and the cost amount of the applicable fixed assets on the date acquiredDebt incurred under clause (p)(ii) of this Section 8.13 during such Fiscal Year, (4) such Debt does not exceed $30,000,000 10,000,000 (provided that the unused portion of such amount for any Fiscal year may be carried forward to successive Fiscal Years); provided that Debt incurred under this clause (d), when taken together with Investments made under clause (i) of the definition of “Permitted Investments” and Debt incurred under clause (p)(ii) of this Section 8.13, shall not exceed $25,000,000 in the aggregate outstanding at any time, and ; (5e) any Lien securing such Debt is incurred under Hedge Agreements entered into by a Borrower or Subsidiary; (f) Guarantees permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”)8.12; (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries in the ordinary course of business; (i) Debt incurred by the Company to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) Debt incurred by the Company pursuant to this Agreement and the Notes; and (k) additional unsecured Debt in an aggregate amount at any time outstanding not exceeding $25,000,000.

Debt. Neither the The Company nor will not, and will not permit any of its Restricted Subsidiaries shall directly or indirectly to, create, incur, assume assume, guarantee, suffer to exist or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness; provided, however that the foregoing restriction shall not apply to any Debt, exceptthe following Indebtedness which is permitted: (ai) Indebtedness incurred under this Agreement and the Secured Obligationsother Loan Documents; (bii) Permitted Existing Refinancing Debt issued or incurred (including by means of the extension or renewal of existing Indebtedness) to refinance, refund, extend, defease, discharge, renew or replace Indebtedness incurred pursuant to Sections 5.02(b)(iii), 5.02(b)(v), 5.02(b)(vii) and Permitted Refinancing Debt5.02(b)(xiv); (ciii) Debt in respect of obligations secured by Customary Permitted LiensIndebtedness outstanding on the Closing Date and, to the extent any such Indebtedness exceeds, individually, $10,000,000 set forth on Schedule 5.02(b); (div) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from Indebtedness of the Company or any Restricted Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Restricted Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (fv) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by Indebtedness of the Company or any of its Subsidiaries after the date hereof Restricted Subsidiary to finance the acquisition of fixed any real or personal property, including Capital Leases, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided, however, that the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed the greater of (x) $175,000,000 and (y) 3.0% of the consolidated total assets of the Company determined in conjunction accordance with a Permitted Acquisition, if (1) GAAP at the time of such incurrence, no Event of Default or Default has occurred and Indebtedness is continuing or would result incurred; (vi) Indebtedness arising from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower agreements of the fair market value Company or the cost any Restricted Subsidiary providing for indemnification, adjustment of the applicable fixed assets on the date acquiredpurchase or acquisition price, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at earnouts, deferred purchase price or similar obligations with respect to any time, and (5) any Lien securing such Debt is Permitted Acquisition or other acquisition permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”5.02(e) or any Disposition permitted by Section 5.02(f); (hvii) Debt with respect to surety, appeal and performance bonds obtained by Indebtedness of the Company or any Restricted Subsidiary assumed in connection with any Permitted Acquisition or other acquisition permitted hereunder so long as such Indebtedness is not incurred in contemplation of its Subsidiaries such Permitted Acquisition or other acquisition; (viii) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations (including, in each case, letters of credit or bank guarantees and similar instruments issued to provide such bonds, guaranties and similar obligations), in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations incurred in the ordinary course of business; (iix) Debt Indebtedness consisting of (x) the financing of insurance premiums or (y) take or pay obligations contained in supply arrangements, in each case incurred by in the Company ordinary course of business; (x) Indebtedness arising from a guarantee of any Indebtedness otherwise permitted hereunder to the seller in any Permitted Acquisition as part of extent the consideration therefor, Person providing such guarantee is not prohibited from directly incurring such Indebtedness; provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, Indebtedness being guaranteed is subordinated to the Secured Obligations, on terms reasonably acceptable such guarantee shall be subordinated to the Required Holdersguarantee of the Secured Obligations on reasonably equivalent terms; (jxi) Debt other unsecured Indebtedness of the Company or any Guarantor so long as after giving effect to such Indebtedness and the use of proceeds thereof, the Consolidated Total Net Leverage Ratio (calculated on a pro forma basis) as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(b) is not greater than 5.00:1.00; (xii) any other Indebtedness or contingent obligations set forth or described in the Form 10 as being outstanding after giving effect to the Spin Transaction; (xiii) Indebtedness in respect of netting services, overdraft protections deposit and checking accounts, in each case incurred in the ordinary course of business; (xiv) other Indebtedness in an aggregate principal amount not to exceed the greater of (x) $250,000,000 at any time outstanding or (y) 5.0% of consolidated total assets of the Company determined in accordance with GAAP at the time of the incurrence thereof; (xv) Indebtedness of Restricted Subsidiaries that are Foreign Subsidiaries (x) incurred to provide consideration for, or to provide all or any portion of the funds or credit support utilized to consummate, a Permitted Acquisition or other acquisition permitted hereunder or (y) incurred in an aggregate principal amount outstanding at any one time not to exceed $50,000,000 (measured at the time of incurrence); (xvi) secured or unsecured Indebtedness for borrowed money of the Company or any Guarantor; provided that, if secured, such Indebtedness may not be incurred following a Lien Release Event and prior to any subsequent Ratings Trigger Event and may be secured only on a pari passu or junior basis to the Liens on the Collateral securing the Secured Obligations; provided, further, that, at the time of any such incurrence of Indebtedness, after giving effect thereto, the Consolidated Secured Net Leverage Ratio as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(b) (calculated on a pro forma basis) is not greater than 3.75:1.00 (or, following a Lien Release Event, but prior to any subsequent Ratings Trigger Event, the Consolidated Total Net Leverage Ratio as of such day is not greater than 3.75:1.00); (xvii) to the extent constituting Indebtedness, obligations arising under the Acquisition Agreement; (xviii) Called or Defeased Debt; (xix) Indebtedness incurred by the Company pursuant or any Restricted Subsidiary in respect of letters of credit, bank guarantees or similar instruments issued or incurred in the ordinary course of business or consistent with industry practice in an aggregate principal amount not to this Agreement exceed $100,000,000 at any time; (xx) to the extent constituting Indebtedness, obligations under cash pooling and notional pooling arrangements; (xxi) Indebtedness in respect of Hedge Agreements entered into in the Notesordinary course of business and not for speculative purposes; and (kxxii) all premiums (if any), interest, fees, expenses, charges and additional unsecured Debt or contingent interest on obligations described in an aggregate amount at any time outstanding not exceeding $25,000,000clauses (i) through (xxi) above.

Debt. Neither the Company nor It will not, and will not permit any of its Subsidiaries shall Restricted Subsidiary to, directly or indirectly indirectly, create, incur, assume guarantee or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except: (a) Debt under the Secured ObligationsLoan Documents; (b) Permitted Existing (i) Debt in respect of Cash Management Services incurred in the Ordinary Course of Business and Permitted Refinancing Debt(ii) reimbursement obligations with respect to letters of credit; provided that, upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing; (c) Debt in respect of Capitalized Leases (including obligations secured by Customary from Capitalized Leases arising from Permitted LiensSale/Leaseback Transactions), Synthetic Lease Obligations and purchase money obligations for the acquisition, construction or improvement of fixed or capital assets (including, without limitation, office equipment, data processing equipment and motor vehicles (whether or not constituting purchase money Debt)) within the limitations set forth in Section 10.2.2(i); (d) the guarantee of or other reimbursement obligations in connection with performance bonds to the extent all such Debt constituting Contingent Obligations permitted by Section 10.5at any one time outstanding does not exceed $10,000,000; (e) Debt arising from intercompany loans and advances (ai) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred incurrence by the Company or any of its Restricted Subsidiaries of liability in respect of the Debt of any Unrestricted Subsidiary or any joint venture but only to the extent that such liability is the result of the Company’s or any such Restricted Subsidiary’s being a general partner or member of, or owner of an Equity Interest in, such Unrestricted Subsidiary or joint venture and not as a guarantor of such Debt; provided that, after the date hereof giving effect to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of any such incurrence, no Event the aggregate principal amount of Default or Default has occurred all Debt incurred under this clause (e) (i) and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt then outstanding does not exceed $30,000,000 20,000,000 and (ii) the incurrence by any Foreign Subsidiary of Debt that, in the aggregate outstanding together with all other Debt of all Foreign Subsidiaries (including all Refinancing Debt incurred to extend, refinance, renew, replace, defease, refund, discharge or otherwise retire for value any Debt incurred pursuant to this clause (e)(ii)), does not exceed $20,000,000; (f) Debt consisting of the financing of insurance premiums in the Ordinary Course of Business; (g) (i) Secured Notes and (ii) Debt secured on a pari passu basis to the Secured Notes (to the extent such Debt under this clause (g)(ii) (A) is permitted pursuant to the terms set forth in the Secured Notes Indenture as in effect on the Closing Date, (B) unless approved by the Administrative Agent in its sole discretion, has representations, covenants and defaults applicable to it that are not less favorable (taken as a whole) in any material respect to the Borrowers than those applicable to the Secured Notes and (C) is secured by Secured Notes Collateral that is subject to the Collateral Rights Agreement) at any timetime outstanding in an aggregate principal amount not exceeding $50,000,000, and, in each case of the foregoing subclauses (g)(i) and (5) g)(ii), any Lien securing such Refinancing Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”)in respect thereof; (h) Debt with respect to surety, appeal outstanding on the date hereof and performance bonds obtained by the Company or any of its Subsidiaries in the ordinary course of business; (i) Debt incurred by the Company to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, listed on terms reasonably acceptable to the Required Holders; (j) Debt incurred by the Company pursuant to this Agreement and the Notes; and (k) additional unsecured Debt in an aggregate amount at any time outstanding not exceeding $25,000,000.Schedule 10.2.1

Debt. Neither the Company Borrower nor any of its Subsidiaries shall directly or indirectly Subsidiary will incur, create, incur, assume or otherwise become or remain directly or indirectly liable with respect permit to exist any Debt, except:except the following (including the interest, fees and charges in connection therewith): (a) the Secured ObligationsNotes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Permitted Existing Debt of the Borrower existing on the Closing Date which is reflected in the Financial Statements or is disclosed in SCHEDULE 9.01, and Permitted Refinancing Debtany renewals or extensions (but not increases) thereof; (c) Debt accounts payable (for the deferred purchase price of Property or services) from time to time incurred in respect the ordinary course of obligations secured business which, if greater than 120 days past the invoice or billing date, are being contested in good faith by Customary Permitted Liensappropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt constituting Contingent Obligations permitted by Section 10.5under capital leases (as required to be reported on the financial statements of the Borrower pursuant to GAAP) not to exceed $5,000,000; (e) Debt arising associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of Oil and Gas Properties; (f) Debt of the Borrower under Hedging Agreements the notional amounts on which do not exceed 95% of Borrower's anticipated oil and/or gas production to be produced during the term of such Hedging Agreements and which are entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from intercompany loans and advances (a) from any Subsidiary market conditions related to the Company or any wholly-owned Subsidiary or Borrower's operations; (bg) from the Company Subordinated Debt not to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash exceed $150,000,000 of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount principal outstanding at any time; (fh) to the extent Subordinated Debt in respect of Hedging Obligations permitted under Section 10.15; by (g) secured or unsecured purchase money above is evidenced by Borrower's guarantee of indebtedness of Guarantor, intercompany Subordinated Debt (including Capital Leases) incurred by of the Company or any of its Subsidiaries after Borrower to Guarantor pursuant to which the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time proceeds of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed Guarantor indebtedness have been advanced to the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries in the ordinary course of businessBorrower; (i) Debt incurred permitted by the Company to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required HoldersSection 9.03(g); (j) Debt incurred evidenced by interest rate Hedging Agreements entered into by the Company pursuant to this Agreement Borrower in the normal course of business and the Notesnot for speculative purposes; and (k) additional unsecured intercompany Subordinated Debt evidenced by advances from Guarantor to the Borrower from time to time in an aggregate amount the normal course of business; and (l) Debt not included within clauses (a) through (k) above not to exceed $5,000,000 at any time outstanding not exceeding $25,000,000outstanding.

Debt. Neither the Company nor The Parent will not, and will not permit any of its Subsidiaries shall to, directly or indirectly indirectly, create, incur, assume issue, assume, guarantee or otherwise become or remain directly or indirectly liable liable, contingently or otherwise, with respect to (collectively, "incur") any Debt; provided, excepthowever, that the following shall not be prohibited by this Section 1102: (a) the Secured Obligationsincurrence by the Company of Debt under the Senior Credit Agreement (and the incurrence by the Guarantors of guarantees thereof) in an aggregate principal amount then classified as having been incurred pursuant to this clause (a) at any one time outstanding (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the account parties thereunder) not to exceed $275,000,000 plus Additional Senior Commitments less the aggregate amount of all permanent repayments under the Senior Credit Agreement (and, in the case of any revolving credit Debt under the Senior Credit Agreement, corresponding commitment reductions thereunder); (b) Permitted Existing the incurrence by the Company and the Guarantors of Debt represented by the Securities issued hereunder, and Permitted Refinancing Debtthe Guarantees; (c) Debt in respect of obligations secured by Customary Permitted Liens; (d) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans so long as no Default shall have occurred and advances (a) from any Subsidiary to be continuing or would be caused thereby, the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred incurrence by the Company or any of its Subsidiaries after of Debt represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the date hereof to finance purpose of financing all or any part of the acquisition purchase price or cost of fixed assets construction or improvement of property, plant or equipment used in conjunction with the business of the Company or such Subsidiary (including through the purchase of Capital Stock of a Person engaged in a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”Business); (hd) Debt with respect to surety, appeal and performance bonds obtained the incurrence by the Company or any of its Subsidiaries of Hedging Obligations that are incurred in the ordinary course of businessbusiness for the purpose of fixing or hedging (i) interest rate risk with respect to any floating rate Debt that is permitted by the terms of this Indenture to be outstanding, or (ii) currency exchange rate risk with respect to any currency exchanges or (iii) commodity risk; (e) so long as no Default shall have occurred and be continuing or would be caused thereby, the guarantee by the Company or any of the Guarantors of Debt of the Company or any of the Subsidiaries that was permitted to be incurred by another provision of this Section 1102; (f) the accrual of interest, the accretion or amortization of original issue discount and the payment of interest on any Debt in the form of additional Debt with the same terms will not be deemed to be an incurrence of Debt for purposes of this Section 1102; provided, in each such case, that the amount thereof is included in [Fixed Charges] of the Company as accrued; (g) so long as no Default shall have occurred and be continuing or would be caused thereby, the incurrence by the Company's Foreign Subsidiaries of Non-Recourse Debt, provided, however, that if any such Debt ceases to be Non-Recourse Debt of a Foreign Subsidiary, such event shall be deemed to constitute an incurrence of Debt by a Domestic Subsidiary of the Company that was not permitted by this clause (g); (h) Debt consisting of customary indemnification, adjustments of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition of any business or assets permitted under this Indenture; (i) Debt incurred by the Company or any of its Subsidiaries constituting reimbursement obligations with respect to the seller in any Permitted Acquisition as part letters of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 credit issued in the aggregateordinary course of business, is subordinated including, without limitation, to letters of credit in respect to workers' compensation claims or self-insurance, or other Debt with respect to reimbursement type obligations regarding workers' compensation claims; provided, however, that upon the Secured Obligationsdrawing of such letters of credit or the incurrence of such Debt, on terms reasonably acceptable to the Required Holderssuch obligations are reimbursed within 30 days following such drawing or incurrence; (j) Debt incurred Obligations in respect of performance and surety bonds and completion guarantees provided by the Company pursuant or any Subsidiary in an aggregate principal amount at any one time outstanding not to exceed $______________; (k) so long as no Default shall have occurred and be continuing or would be caused thereby, the incurrence by the Company or any Subsidiary of additional Debt in an aggregate principal amount (or accreted value, as applicable) at any time classified as outstanding under this Agreement and the Notesclause (m), not to exceed $____________; and (kl) [additional unsecured debt exceptions, to be consistent with those contained in the Senior Credit Agreement, but less restrictive]. For purposes of determining compliance with this Section 1102, in the event that any proposed Debt meets the criteria of more than one of the categories of Permitted Debt described in an aggregate amount clauses (a) through (__) above, the Company will be permitted to classify such item of Debt on the date of its incurrence in any manner that complies with this Section 1102. In addition, the Company may, at any time, change the classification of an item of Debt, or any portion thereof, to any other clause of this Section 1102, provided that the Company or a Subsidiary would be permitted to incur the item of Debt, or portion of the item of Debt, under the clauses of this Section 1102, at the time of reclassification. Debt under the Senior Credit Agreement outstanding not exceeding $25,000,000on the date on which Securities are first issued under this Indenture shall be deemed to have been incurred on such date in reliance on the exception provided in Section 1102(a). [Additional negative covenants to be added consistent with the covenants in the Senior Credit Agreement, but less restrictive.] ARTICLE TWELVE DEFEASANCE AND COVENANT DEFEASANCE SECTION 1201. Company's Option to Effect Defeasance or Covenant ------------------------------------------------- Defeasance. ----------- The Company may, at its option by Board Resolution, at any time, with respect to the Securities, elect to have either Section 1202 or Section 1203 be applied to all Outstanding Securities upon compliance with the conditions set forth below in this Article Twelve.

Debt. Neither the The Company nor will not, and will not permit any of its Restricted Subsidiaries shall directly or indirectly to, create, incur, assume assume, guarantee, suffer to exist or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness; provided, however that the foregoing restriction shall not apply to any Debt, exceptthe following Indebtedness which is permitted: (ai) Indebtedness incurred under this Agreement and the Secured Obligationsother Loan Documents; (bii) Permitted Existing Refinancing Debt issued or incurred (including by means of the extension or renewal of existing Indebtedness) to refinance, refund, extend, defease, discharge, renew or replace Indebtedness incurred pursuant to Sections 5.02(b)(iii), 5.02(b)(v), 5.02(b)(vii) and Permitted Refinancing Debt5.02(b)(xiv); (ciii) Debt in respect of obligations secured by Customary Permitted LiensIndebtedness outstanding on the Closing Date and, to the extent any such Indebtedness exceeds, individually, $10,000,000 set forth on Schedule 5.02(b); (div) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from Indebtedness of the Company or any Restricted Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Restricted Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (fv) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by Indebtedness of the Company or any of its Subsidiaries after the date hereof Restricted Subsidiary to finance the acquisition of fixed any real or personal property, including Capital Leases, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided, however, that the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed the greater of (x) $175,000,000 and (y) 3.0% of the consolidated total assets of the Company determined in conjunction accordance with a Permitted Acquisition, if (1) GAAP at the time of such incurrence, no Event of Default or Default has occurred and Indebtedness is continuing or would result incurred; (vi) Indebtedness arising from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower agreements of the fair market value Company or the cost any Restricted Subsidiary providing for indemnification, adjustment of the applicable fixed assets on the date acquiredpurchase or acquisition price, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at earnouts, deferred purchase price or similar obligations with respect to any time, and (5) any Lien securing such Debt is Permitted Acquisition or other acquisition permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”ýýSection 5.02(e) or any Disposition permitted by ýýSection 5.02(f); (hvii) Debt with respect to surety, appeal and performance bonds obtained by Indebtedness of the Company or any Restricted Subsidiary assumed in connection with any Permitted Acquisition or other acquisition permitted hereunder so long as such Indebtedness is not incurred in contemplation of its Subsidiaries such Permitted Acquisition or other acquisition; (viii) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations (including, in each case, letters of credit or bank guarantees and similar instruments issued to provide such bonds, guaranties and similar obligations), in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations incurred in the ordinary course of business; (iix) Debt Indebtedness consisting of (x) the financing of insurance premiums or (y) take or pay obligations contained in supply arrangements, in each case incurred by in the Company ordinary course of business; (x) Indebtedness arising from a guarantee of any Indebtedness otherwise permitted hereunder to the seller in any Permitted Acquisition as part of extent the consideration therefor, Person providing such guarantee is not prohibited from directly incurring such Indebtedness; provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, Indebtedness being guaranteed is subordinated to the Secured Obligations, on terms reasonably acceptable such guarantee shall be subordinated to the Required Holdersguarantee of the Secured Obligations on reasonably equivalent terms; (jxi) Debt other unsecured Indebtedness of the Company or any Guarantor so long as after giving effect to such Indebtedness and the use of proceeds thereof, the Consolidated Total Net Leverage Ratio (calculated on a pro forma basis) as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(b) is not greater than 5.00:1.00; (xii) any other Indebtedness or contingent obligations set forth or described in the Form 10 as being outstanding after giving effect to the Spin Transaction; (xiii) Indebtedness in respect of netting services, overdraft protections deposit and checking accounts, in each case incurred in the ordinary course of business; (xiv) other Indebtedness in an aggregate principal amount not to exceed the greater of (x) $250,000,000 at any time outstanding or (y) 5.0% of consolidated total assets of the Company determined in accordance with GAAP at the time of the incurrence thereof; (xv) Indebtedness of Restricted Subsidiaries that are Foreign Subsidiaries (x) incurred to provide consideration for, or to provide all or any portion of the funds or credit support utilized to consummate, a Permitted Acquisition or other acquisition permitted hereunder or (y) incurred in an aggregate principal amount outstanding at any one time not to exceed $50,000,000 (measured at the time of incurrence); (xvi) secured or unsecured Indebtedness for borrowed money of the Company or any Guarantor; provided that, if secured, such Indebtedness may not be incurred following a Lien Release Event and prior to any subsequent Ratings Trigger Event and may be secured only on a pari passu or junior basis to the Liens on the Collateral securing the Secured Obligations; provided, further, that, at the time of any such incurrence of Indebtedness, after giving effect thereto, the Consolidated Secured Net Leverage Ratio as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(b) (calculated on a pro forma basis) is not greater than 3.75:1.00 (or, following a Lien Release Event, but prior to any subsequent Ratings Trigger Event, the Consolidated Total Net Leverage Ratio as of such day is not greater than 3.75:1.00); (xvii) to the extent constituting Indebtedness, obligations arising under the Acquisition Agreement; (xviii) Called or Defeased Debt; (xix) Indebtedness incurred by the Company pursuant or any Restricted Subsidiary in respect of letters of credit, bank guarantees or similar instruments issued or incurred in the ordinary course of business or consistent with industry practice in an aggregate principal amount not to this Agreement exceed $100,000,000 at any time; (xx) to the extent constituting Indebtedness, obligations under cash pooling and notional pooling arrangements; (xxi) Indebtedness in respect of Hedge Agreements entered into in the Notesordinary course of business and not for speculative purposes; and (kxxii) all premiums (if any), interest, fees, expenses, charges and additional unsecured Debt or contingent interest on obligations described in an aggregate amount at any time outstanding not exceeding $25,000,000clauses (i) through (xxi) above.

Debt. Neither the Company nor Create or suffer to exist, or permit any of its Subsidiaries shall directly to ---- create or indirectly createsuffer to exist, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Debt, exceptincluding Debt secured by the cash surrender value of any life insurance policy owned by the Borrower, whether or not such debt is recognized on the Borrower's financial statements as prepared in accordance with generally accepted accounting principles; other than: (ai) the Secured ObligationsDebt described on Exhibit D hereto; (bii) Permitted Existing Debt and Permitted Refinancing Debtthe Loan contemplated hereby; (ciii) Debt in respect of purchase money obligations which are secured by Customary Permitted Liens; (d) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans security interests in the equipment or fixtures so acquired, and advances (a) from any Subsidiary to capital leases entered into for the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the use and acquisition of fixed assets or in conjunction with a Permitted Acquisitionequipment, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries in the ordinary course of business, and guarantees of any such Debt; provided that such security interests shall not extend to other assets of the Borrower or its Subsidiaries; (iiv) trade debt incurred in the ordinary course of business and on normal and customary trade terms; (v) Debt arising out of the issuance of letters of credit issued by Bank or with the consent of Bank, in support of Borrower or its Subsidiaries; (vi) notes payable for a term not in excess of five (5) years, issued in connection with the purchase of shares of stock of the Borrower owned by shareholders or in connection with the payment of benefits due to Persons who leave the employment of the Borrower; provided however, that the issuance of such notes by the Borrower shall not otherwise create an Event of Default hereunder or an event which, with the passage of time or the giving of notice, would constitute an Event of Default hereunder; (vii) Debt incurred by the Company Borrower to its Subsidiaries or incurred by Subsidiaries to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) Debt incurred by the Company pursuant to this Agreement and the NotesBorrower; and (kviii) additional unsecured Debt secured by the cash surrender value of life insurance policies owned by the Borrower, whether or not such debt is recognized on the Borrower's financial statements, providing that the proceeds of such Debt are either used solely for the purpose of making scheduled premium payments currently due on such policies or making investments in an aggregate amount at any time outstanding not exceeding $25,000,000liquid marketable securities.

Debt. Neither the Company nor Create, incur, assume or suffer to exist, or permit any of ---- its Subsidiaries shall directly or indirectly to create, incur, assume or otherwise become or remain directly or indirectly liable suffer to exist, any Debt other than: (i) in the case of the Borrower, (A) Debt owed to its Subsidiaries; so long as at the time of incurrence of such Debt, foreclosure proceedings shall not have been commenced with respect to any Debt, except:stock or assets of such Subsidiaries, (a) the Secured Obligations; (b) Permitted Existing Debt and Permitted Refinancing Debt; (cB) Debt in respect of obligations secured by Customary Permitted Liens;Hedge Agreements not entered into for speculative purposes and designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practice, and (d) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (fC) Debt in respect of Hedging guarantees by the Borrower of the Obligations of Foreign Subsidiaries under bank overdraft facilities permitted under Section 10.15;5.02(b)(iii)(I), (gii) secured or unsecured purchase money Debt (including Capital Leases) incurred by in the Company or case of any of its Subsidiaries Subsidiaries, Debt owed to the Borrower or to a wholly owned Subsidiary of the Borrower to the extent permitted under Section 5.02(f); and (iii) in the case of the Borrower and any of its 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 in an aggregate amount, calculated in accordance with GAAP, not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt, provided that the terms of any such -------- extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents and provided further that the principal amount of such Surviving Debt -------- ------ shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, (E) Subordinated Debt under the Subordinated Notes Indentures, (F) Debt of any Person that becomes a Subsidiary of the Borrower after the date hereof to finance First Closing Date in accordance with the acquisition terms of fixed assets or in conjunction with a Permitted Acquisition, if (1Section 5.02(f) that is existing at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has Person becomes a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower Subsidiary of the fair market value or the cost of the applicable fixed assets on the date acquired, Borrower, (4G) such Debt does in an aggregate principal amount not to exceed $30,000,000 in the aggregate 5,000,000 outstanding at any time, time and consisting of letters of credit (5other than Letters of Credit issued hereunder) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”);and reimbursement obligations in respect thereof, (hH) other Debt with respect in an aggregate amount not to suretyexceed $5,000,000 at any time outstanding, (I) in the case of Foreign Subsidiaries, appeal and performance bonds obtained by the Company Debt under bank overdraft facilities in an aggregate amount not to exceed $10,000,000 at any time outstanding, (J) indorsement of negotiable instruments for deposit or any of its Subsidiaries collection or similar transactions in the ordinary course of business; (i) Debt incurred by the Company to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) Debt incurred by the Company pursuant to this Agreement and the Notes; and (kK) additional unsecured Debt consisting of repurchase arrangements in an aggregate amount at any time outstanding not exceeding $25,000,000connection with the financing of bowling equipment sales by the Borrower and its Subsidiaries.

Debt. Neither the Company Borrower nor any of its Subsidiaries shall directly or indirectly Restricted Subsidiary will incur, create, incur, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except: (a) the Secured ObligationsNotes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents; (b) Permitted Existing Debt existing on the Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.01, and Permitted Refinancing Debtany renewals, extensions or refinancings (but not increases) thereof; (c) Debt (unrelated to Unrestricted Subsidiaries and other than for borrowed money) incurred in respect the ordinary course of obligations secured by Customary Permitted Liensbusiness in connection with Hydrocarbon 53 transportation, Hydrocarbon purchasing or other similar arrangements, provided that such arrangements are disclosed to the Agent and the costs of the financing related to such arrangements are incorporated into the Engineering Reports provided to the Agent; (d) Debt constituting Contingent Obligations permitted by Section 10.5under Hedging Agreements with a Lender or another investment grade counterparty, the notional amounts of which, with respect to commodity Hedging Agreements, do not exceed 80% of Borrower's anticipated oil and/or gas production from producing wells to be produced during the te▇▇ ▇▇ such Hedging Agreements, entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the Borrower's and its Subsidiaries' operations; (e) additional Debt arising from intercompany loans and advances (aincluding, without limitation, guarantees of Debt of Unrestricted Subsidiaries) from with an outstanding aggregate principal amount not at any Subsidiary to the Company or any wholly-owned Subsidiary or time in excess of (bwhen aggregated with investments permitted under Section 9.03(i)) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary$5,000,000; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, furtherhowever, that the aggregate Offered Borrowing Base shall be reduced by the amount of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount such Debt outstanding at any timetime which, when added to the amount of investments outstanding at any time under Section 9.03(i), is in excess of $1,500,000; (f) Debt in respect secured by the Liens permitted by clause (x) of Hedging Obligations permitted under Section 10.15the definition of "Excepted Liens"; provided that such Debt is discharged within 180 days of the relevant acquisition or merger; (g) secured or unsecured purchase money Debt consisting of a pledge of investments in Unrestricted Subsidiaries permitted by clause (including Capital Leasesxii) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost definition of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing "Excepted Liens"; provided that such Debt is permitted under Section 10.3 (such Debt being referred recourse solely to herein as “Permitted Purchase Money Debt”)the investment so pledged; (h) Debt with respect loans and advances between the Restricted Subsidiaries, to surety, appeal any Restricted Subsidiary from the Borrower and performance bonds obtained by to the Company or Borrower from any of its Subsidiaries in the ordinary course of businessRestricted Subsidiary; (i) Debt incurred approved by the Company Majority Lenders which is subordinated on terms satisfactory to the seller in any Permitted Acquisition as part Majority Lenders to the payment of the consideration therefor, provided that Indebtedness (with the Offered Borrowing Base in effect from time to time being reduced by an amount equal to any effect upon the Offered Borrowing Base occasioned by such subordinated Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to judgment of the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) Debt incurred by the Company pursuant to this Agreement and the Notes; and (k) additional unsecured Debt in an aggregate amount at any time outstanding not exceeding $25,000,000Majority Lenders).

Debt. Neither the Company nor Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries shall directly or indirectly to create, incur, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist, any Debt, exceptDebt other than: (ai) Debt under the Secured ObligationsLoan Documents; (bii) Permitted Existing Debt of AGCO, a Borrowing Subsidiary or a Subsidiary Guarantor subordinated to the Advances on terms and Permitted Refinancing Debtconditions acceptable to each Co-Manager and the Required Lenders in their sole discretion; (ciii) in the case of AGCO, (A) Convertible Subordinated Debentures outstanding on the date hereof, and (B) Debt in respect of obligations secured by Customary Permitted Liensissued under the Subordinated Debt Indenture outstanding on the date hereof; (div) in the case of any of the Restricted Subsidiaries, Debt constituting Contingent Obligations permitted by Section 10.5owed to AGCO or to a Wholly Owned Restricted Subsidiary of AGCO and, in the case of AGCO, Debt owed to any Wholly Owned Restricted Subsidiary that is subordinated to the Advances on terms and conditions acceptable to each Co-Manager and the Required Lenders in their sole discretion; (ev) Debt arising from intercompany loans and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries in the ordinary course of businessbusiness for the deferred purchase price of property or services and secured by Liens permitted under subsection (a)(iii) above, so long as, after giving effect to the incurrence thereof, the aggregate principal amount of such Debt incurred by AGCO and its Restricted Subsidiaries then outstanding, on a Consolidated basis, does not exceed U.S. $25,000,000 (or the Multi-Currency Equivalent thereof); (ivi) the Debt incurred by outstanding on the Company to date hereof (other than Debt outstanding under the seller Old Credit Agreement or described in any Permitted Acquisition clause (iii) above) under the terms with respect thereto in effect as part of the consideration therefordate hereof, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any such Debt, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents and further provided that the principal amount of such Debt is unsecured and, if in excess of $15,000,000 in shall not be increased above the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) Debt incurred by the Company pursuant to this Agreement and the Notes; and (k) additional unsecured Debt in an aggregate principal amount at any time outstanding not exceeding $25,000,000.thereof outstanding

Debt. Neither the Company No Credit Party shall, nor shall it permit any of its Subsidiaries shall directly or indirectly to, create, assume, incur, assume suffer to exist, or otherwise in any manner become liable, directly, indirectly, or remain directly or indirectly liable with contingently in respect to of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) the Secured Obligations; (b) Permitted Existing intercompany Debt and Permitted Refinancing Debtincurred in the ordinary course of business 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 respect the form of obligations secured accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case are not more than 90 days past due, in each case incurred in the ordinary course of business, as presently conducted, unless contested in good faith and by Customary Permitted Liensappropriate proceedings; (d) Debt constituting Contingent Obligations permitted by Section 10.5(i) purchase money indebtedness and Capital Leases in effect on the Effective Date and set forth in Schedule 6.1 and (ii) such other purchase money indebtedness or Capital Leases incurred after the Effective Date; provided that, the aggregate outstanding principal amount of such purchase money indebtedness and Capital Leases incurred after the Effective Date shall not exceed (A) during the Alternative Covenant Period, $5,000,000.00 and (B) at all other times, $25,000,000.00; (e) Debt arising from intercompany loans and advances for borrowed money incurred after the Effective Date; provided that (ai) from any Subsidiary such Debt is unsecured or the Secured Obligations hereunder are secured on a pari passu basis with such Debt on terms satisfactory to the Company Administrative Agent, (ii) the covenants under instruments or any wholly-owned Subsidiary agreements governing the credit facility for such Debt (including, without limitation, indentures) are not more restrictive than such covenants set forth in this Agreement as reasonably determined by the Administrative Agent, (iii) the scheduled maturity of such Debt is at least 90 days past the scheduled Maturity Date and no amortization payments, mandatory prepayments, mandatory redemptions or mandatory repurchases of such Debt are required thereunder other than at the scheduled maturity thereof (b) from other than amortization payments, mandatory prepayments, mandatory redemptions or mandatory repurchases required in respect of such Debt in connection with the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on occurrence of an event of default under such Debt, such Debt shall be expressly subordinate to the payment in full in cash a change of control of the Secured Obligations; providedissuer (including a disposition of all or substantially all of the assets of the Borrower and its Subsidiaries, furthera liquidation or dissolution of the Borrower, that or any event constituting a Change of Control (as defined herein) or an asset sale by the issuer or a Subsidiary thereof), (iv) the Borrower and its Subsidiaries are in pro forma compliance with the covenants set forth in this Agreement, both before and after giving effect to each incurrence of such Debt, and (v) the aggregate amount of all Foreign Subsidiary Investments does Debt permitted under this clause (e) shall not exceed (A) during the Permitted Foreign Subsidiary Investment Amount Alternative Covenant Period, the lesser of (1) $20,000,000.00 and (2) 5% of the Borrower’s Tangible Net Worth as set forth in the financial statements most recently delivered under Section 5.2, and (B) at any timeall other times, 20% of the Borrower’s Tangible Net Worth as set forth in the financial statements most recently delivered under Section 5.2 when incurred; (f) Debt in respect of Hedging Obligations permitted under Section 10.15Arrangements; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred letters of credit issued by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition▇▇▇▇▇ Fargo Bank, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”);National Association; and (h) Debt with respect incurred pursuant to suretyone or more loan agreements between the Borrower and CARBO Ceramics (Eurasia) LLC, appeal a company duly organized and performance bonds obtained by existing under the Company or any laws of its Subsidiaries in the ordinary course of business; Russia; provided that (i) Debt incurred by the Company to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured andunsecured, if in excess (ii) the aggregate principal amount of such Debt outstanding at any time shall not to exceed $15,000,000 in the aggregate6,000,000.00, and (iii) such Debt is subordinated to the Secured Obligations, Debt under this Agreement and the other Credit Documents on terms reasonably acceptable to the Required Holders; (j) Debt incurred by the Company pursuant to this Agreement and the Notes; and (k) additional unsecured Debt in an aggregate amount at any time outstanding not exceeding $25,000,000Administrative Agent.

Debt. Neither the Company No Credit Party shall, nor shall it permit any of its Subsidiaries shall directly or indirectly to, create, assume, incur, assume suffer to exist, or otherwise in any manner become liable, directly, indirectly, or remain directly or indirectly liable with contingently in respect to of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) the Secured Obligations; (b) Permitted Existing intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that (i) if such Debt is secured by Liens, such Debt and Permitted Refinancing Debtany Liens securing such Debt are subordinated to the Secured Obligations and the Liens securing the Secured Obligations on terms and conditions and pursuant to documentation acceptable to the Administrative Agent in its sole discretion and (ii), if applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt in respect the form of obligations secured accounts payable to trade creditors (including reimbursements made to Hi-Crush Services LLC or other Persons in accordance with the Partnership Agreement) for goods or services and current operating liabilities (other than for borrowed money) which in each case are not more than 90 days past due, in each case incurred in the ordinary course of business, as presently conducted, unless contested in good faith by Customary Permitted Liensappropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (d) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary purchase money indebtedness or Capital Leases in an aggregate principal amount not to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount $2,500,000 at any time; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt in respect arising from the endorsement of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries instruments for collection in the ordinary course of business; (g) Debt arising from the financing of insurance premiums of any Credit Party in an aggregate amount not to exceed $750,000 incurred to defer the cost of such insurance for the underlying term of such insurance policy; (h) unsecured Debt under the Subordinated Notes and any Permitted Refinancing thereof; provided that (i) the scheduled maturity date thereof is not earlier than 91 days after the latest of the Revolving Maturity Date and the Term Maturity Date, (ii) the holders of such Debt shall have entered into a Subordination Agreement and (iii) the terms and provisions of such Debt shall be reasonably satisfactory to the Administrative Agent; (i) Debt under performance, stay, appeal and surety bonds or with respect to workers’ compensation or other like employee benefit claims, in each case incurred by the Company to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holdersordinary course of business; (j) Debt assumed in connection with any Permitted Investment or Acquisition and not incurred in contemplation thereof in an aggregate principal amount not exceeding $500,000 at any time, and any Permitted Refinancing thereof; (k) Debt owed to the seller of any property acquired in an Investment permitted under Section 6.3(k) or (l) or an Acquisition permitted under Section 6.4 on an unsecured subordinated basis, which subordination agreement shall be on terms substantially similar to the Subordination Agreement or otherwise satisfactory to the Administrative Agent in its sole discretion; provided that the terms and provisions of such Debt shall be reasonably satisfactory to the Administrative Agent; (l) Debt incurred in an Investment permitted under Section 6.3(k) or (l), an Acquisition permitted under Section 6.4 or a disposition of assets permitted under Section 6.8(j), in each case, pursuant to reasonable and customary agreements providing for indemnification, the adjustment of purchase price or similar adjustments; (m) guarantees of Debt of any Credit Party permitted under this Section 6.1; (n) Debt arising from royalty agreements on customary terms entered into by the Company pursuant to this Agreement Borrower and its Subsidiaries in the Notesordinary course of business in connection with the purchase of Sand Reserves; (o) Debt existing on the date hereof and set forth on Schedule 6.1; and (kp) additional unsecured Debt in an 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 outstanding not exceeding $25,000,000time.

Debt. Neither the Company nor The Borrower will not and will not cause or permit any of its Subsidiaries shall directly Guarantor or indirectly any Restricted Subsidiary to incur, create, incur, assume or otherwise become or remain directly or indirectly liable with respect permit to exist any Debt, except: (a) the Secured ObligationsDebt hereunder or any guaranty of or suretyship arrangement for the Debt hereunder; (b) Permitted Existing Debt of the Borrower and Permitted Refinancing Debtthe Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements or is disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) Debt accounts payable (for the deferred purchase price of Property or services) from time to time incurred in respect the ordinary course of obligations secured business which, if material and greater than 90 days past the invoice or billing date, are being contested in good faith by Customary Permitted Liensappropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt constituting Contingent Obligations permitted of the Borrower and the Restricted Subsidiaries requiring no principal payments (whether at stated maturity or by Section 10.5virtue of scheduled amortization, required prepayment or redemption) due until at least one year after the Termination Date and issued under the Indenture or otherwise on terms and conditions (excluding interest rates) no less favorable to the Borrower or the Restricted Subsidiary, as the case may be, than this Agreement; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, not otherwise permitted by this Section 9.01 that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does shall not exceed the Permitted Foreign Subsidiary Investment Amount $100,000,000 outstanding at any one time; (f) Debt in respect of the Borrower and the Restricted Subsidiaries under Hedging Obligations permitted under Section 10.15Agreements entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the Borrower's operations; (g) secured or unsecured purchase money Debt as a result of (including Capital Leasesand to the extent permitted by) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrenceSections 9.03(g), (2) such Debt has a scheduled maturity and is not due on demand, h)and (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”i);; and (h) Debt with respect to surety, appeal and performance bonds obtained by under the Company or any of its Subsidiaries in the ordinary course of business; (i) Debt incurred by the Company to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) Debt incurred by the Company pursuant to this Agreement and the Notes; and (k) additional unsecured Debt in an aggregate amount at any time outstanding not exceeding $25,000,000Other Credit Agreement.

Debt. Neither the Company nor any of its Subsidiaries shall directly or indirectly createCreate, incur, assume guarantee or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except: (a) the Secured Obligations; (b) Permitted Existing Debt outstanding on the date hereof and Permitted Refinancing Debtlisted on Schedule 10.2.3; (c) Debt consisting of unsecured intercompany loans among Parent and any Subsidiary or unsecured guarantees of Parent or any Subsidiary in respect of obligations secured by Customary Permitted LiensDebt of Parent or any Subsidiary so long as, in each case, the corresponding Investment is permitted under Section 10.2.2; (d) Debt constituting Contingent Obligations permitted of Parent or any Subsidiary existing or arising under any Hedging Agreement, provided that such Hedging Agreement was entered into by Section 10.5such Person to hedge risks arising in the Ordinary Course of Business and not for speculative purposes; (e) Debt arising from intercompany loans in respect of Capital Leases, Off-Balance Sheet Liabilities and advances (a) from any Subsidiary to the Company purchase money obligations for fixed or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiarycapital assets; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, furtherhowever, that the aggregate amount of all Foreign such Debt at any one time outstanding shall not exceed $25,000,000; (f) Debt that is in existence when a Person becomes a Subsidiary Investments or that is secured by an asset when acquired by a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $25,000,000 in the Permitted Foreign Subsidiary Investment Amount aggregate at any time; (fg) Debt of any wholly owned Subsidiary to Parent or another wholly owned Subsidiary constituting the purchase price in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any intercompany transfers of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred goods and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 services made in the aggregate outstanding at any time, Ordinary Course of Business to the extent otherwise permitted by Section 10.2.8 and (5) any Lien securing such not constituting Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”)for borrowed money; (h) Debt with respect to surety, appeal and performance bonds obtained by the Company of Parent or any Subsidiary in connection with guaranties resulting from endorsement of its Subsidiaries negotiable instruments in the ordinary course Ordinary Course of businessBusiness; (i) Debt incurred by on account of surety bonds and appeal bonds in connection with the Company to the seller enforcement of rights or claims of Parent or its Subsidiaries or in any Permitted Acquisition as part connection with judgments not resulting in an Event of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required HoldersDefault under Section 11.1(g); (j) any refinancings, refundings, renewals or extensions of Debt incurred by the Company permitted pursuant to this Agreement Sections 10.2.3(b) and (e); 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) Debt subordinated to the Obligations is not refinanced except on subordination terms at least as favorable to Agent and the NotesLenders and no more restrictive on Parent and its Subsidiaries than the subordinated Debt being refinanced; (k) Bank Product Debt (other than Debt arising under Hedging Agreements); (l) Debt that is not included in any of the preceding clauses of this Section, is not secured by a Lien, or is secured by a lien permitted by Section 10.2.1(n), and does not exceed $50,000,000 in the aggregate at any time; (m) other Debt that is not included in any of the preceding clauses of this Section so long as such Debt: (i) is not secured by a Lien, (ii) has a maturity date that is at least 6 months after the Facility Termination Date, and (iii) does not have scheduled amortization in excess of 10% per year; and (kn) additional unsecured Debt to the Person, or the beneficial holders of Equity Interests in an the Person, whose assets or Equity Interests are acquired in a Permitted Acquisition where such Debt (i) is payable in full no sooner than three years from the date of such Acquisition, (ii) is repayable in installments of no more than one-third of the initial amount in any year after the date of such Permitted Acquisition, (iii) bears interest and fees that are consistent with then available market rates for such Debt, (iv) is not secured by a Lien and (v) does not exceed (together with all other Debt incurred under this clause (n)) $25,000,000 in the aggregate amount at any time outstanding not exceeding $25,000,000time.

Debt. Neither the Company nor Create or suffer to exist, or permit any of its Subsidiaries shall directly to ---- create or indirectly createsuffer to exist, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Debt, exceptincluding Debt secured by the cash surrender value of any life insurance policy owned by the Borrower, whether or not such debt is recognized on the Borrower's financial statements as prepared in accordance with generally accepted accounting principles; other than: (ai) the Secured ObligationsDebt described on Exhibit D hereto; (bii) Permitted Existing Debt and Permitted Refinancing Debtthe Line contemplated hereby; (ciii) Debt in respect of purchase money obligations which are secured by Customary Permitted Liens; (d) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans security interests in the equipment or fixtures so acquired, and advances (a) from any Subsidiary to capital leases entered into for the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the use and acquisition of fixed assets or in conjunction with a Permitted Acquisitionequipment, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries in the ordinary course of business, and guarantees of any such Debt; provided that such security interests shall not extend to other assets of the Borrower or its Subsidiaries; (iiv) trade debt incurred in the ordinary course of business and on normal and customary trade terms; (v) Debt arising out of the issuance of letters of credit issued by Bank or with the consent of Bank, in support of Borrower or its Subsidiaries; (vi) notes payable for a term not in excess of five (5) years, issued in connection with the purchase of shares of stock of the Borrower owned by shareholders or in connection with the payment of benefits due to Persons who leave the employment of the Borrower; provided however, that the issuance of such notes by the Borrower shall not otherwise create an Event of Default hereunder or an event which, with the passage of time or the giving of notice, would constitute an Event of Default hereunder; (vii) Debt incurred by the Company Borrower to its Subsidiaries or incurred by Subsidiaries to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) Debt incurred by the Company pursuant to this Agreement and the NotesBorrower; and (kviii) additional unsecured Debt secured by the cash surrender value of life insurance policies owned by the Borrower, whether or not such debt is recognized on the Borrower's financial statements, providing that the proceeds of such Debt are either used solely for the purpose of making scheduled premium payments currently due on such policies or making investments in an aggregate amount at any time outstanding not exceeding $25,000,000liquid marketable securities.

Debt. Neither the The Company shall not, nor shall it permit any of its Subsidiaries shall directly or indirectly Subsidiary to, create, assume, incur, assume suffer to exist, or otherwise in any manner become liable, directly, indirectly, or remain directly or indirectly liable with contingently in respect to of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) Debt of the Secured ObligationsCredit Parties under the Credit Documents; (b) Permitted Existing intercompany Debt and Permitted Refinancing Debtincurred in the ordinary course of business owed by a Credit Party to another Credit Party; provided that, if applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt in respect the form of obligations secured accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case are not more than 90 days past due, in each case incurred in the ordinary course of business, as presently conducted, unless contested in good faith and by Customary Permitted Liensappropriate proceedings; (d) Debt constituting Contingent Obligations permitted for borrowed money incurred after the Effective Date; provided that (i) such Debt is either unsecured or Additional Subordinated Debt, (ii) the maintenance covenants and financial ratios under instruments or agreements governing the credit facility for such Debt are not more restrictive than such covenants under the Facilities as reasonably determined by Section 10.5; the US Administrative Agent which determination will not be unreasonably withheld or delayed, (eiii) the scheduled maturity of such Debt arising from intercompany loans is at least six months past the scheduled Maturity Date and advances no amortization payments, mandatory prepayments, or repurchases of such Debt are required thereunder other than at the scheduled maturity thereof (a) from any Subsidiary to other than amortization payments, mandatory prepayments or repurchases required in respect of such Debt in connection with the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on occurrence of an event of default under such Debt, such Debt shall be expressly subordinate to the payment in full in cash a change of control of the Secured Obligations; provided, further, that the aggregate issuer (including a disposition of all Foreign Subsidiary Investments does not exceed or substantially all of the Permitted Foreign Subsidiary Investment Amount at assets of the US Borrower and its Subsidiaries, a liquidation or dissolution of the US Borrower, or any time; event constituting a Change of Control (fas defined herein) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred an asset sale by the Company issuer or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any timeSubsidiary thereof), and (5iv) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of and its Subsidiaries are in compliance with the ordinary course covenants set forth in this Agreement, both before and after giving effect to each incurrence of businesssuch Debt; (i) Debt incurred by the Company to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) Debt incurred by the Company pursuant to this Agreement and the Notes; and (k) additional unsecured Debt in an aggregate amount at any time outstanding not exceeding $25,000,000.

Debt. Neither the Company Borrower nor any of its Subsidiaries shall directly or indirectly Subsidiary will incur, create, incur, assume or otherwise become or remain directly or indirectly liable with respect permit to exist any Debt, except:except the following (including the interest, fees and charges in connection therewith): (a) the Secured ObligationsNotes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Permitted Existing Debt of the Borrower existing on the Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.01, and Permitted Refinancing Debtany renewals or extensions (but not increases) thereof; (c) Debt accounts payable (for the deferred purchase price of Property or services) from time to time incurred in respect the ordinary course of obligations secured business which, if greater than 120 days past the invoice or billing date, are being contested in good faith by Customary Permitted Liensappropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt constituting Contingent Obligations permitted by Section 10.5under capital leases (as required to be reported on the financial statements of the Borrower pursuant to GAAP) not to exceed $5,000,000; (e) Debt arising associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of Oil and Gas Properties; (f) Debt of the Borrower under Hedging Agreements the notional amounts on which do not exceed 95% of Borrower's anticipated oil and/or gas production to be produced during the term of such Hedging Agreements and which are entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from intercompany loans and advances (a) from any Subsidiary market conditions related to the Company or any wholly-owned Subsidiary or Borrower's operations; (bg) from the Company Subordinated Debt not to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash exceed $150,000,000 of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount principal outstanding at any time; (fh) to the extent Subordinated Debt in respect of Hedging Obligations permitted under Section 10.15; by (g) secured or unsecured purchase money above is evidenced by Borrower's guarantee of indebtedness of ▇▇▇▇▇▇ Corporation, intercompany Subordinated Debt (including Capital Leases) incurred by of the Company or any of its Subsidiaries after Borrower to ▇▇▇▇▇▇ Corporation pursuant to which the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time proceeds of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed ▇▇▇▇▇▇ Corporation indebtedness have been advanced to the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries in the ordinary course of businessBorrower; (i) Debt incurred permitted by the Company to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required HoldersSection 9.03(g); (j) Debt incurred evidenced by interest rate Hedging Agreements entered into by the Company pursuant to this Agreement Borrower in the normal course of business and the Notesnot for speculative purposes; and (k) additional unsecured intercompany Subordinated Debt evidenced by advances from ▇▇▇▇▇▇ Corporation to the Borrower from time to time in an aggregate amount the normal course of business; and (l) Debt not included within clauses (a) through (k) above not to exceed $5,000,000 at any time outstanding not exceeding $25,000,000outstanding.

Debt. Neither the Company nor Not, and not permit any of its Subsidiaries shall directly or indirectly other Affiliated Party to, create, incur, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except: (a) Obligations under this Agreement and the Secured Obligationsother Loan Documents; (b) Permitted Existing Debt secured by Liens permitted by Section 11.2(e), and Permitted Refinancing Debtextensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt secured by Liens permitted by Section 11.2(d) at any time outstanding shall not exceed $15,000,000; (ci) Debt of the Company to any Subsidiary and (ii) Debt of any Subsidiary to the Company or another Subsidiary, provided, however, that the aggregate principal amount of Debt of any foreign Subsidiaries to Company or to any domestic Subsidiaries, outstanding from time to time, when incurred, shall not be in respect excess of obligations secured by Customary Permitted Liensan amount equal to twenty percent (20%) of Consolidated Net Worth as of the Company’s most recent Fiscal Year end; (d) Debt constituting Contingent Obligations permitted by Section 10.5Subordinated Debt; (e) Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased and no Default or Unmatured Event of Default shall have occurred and been continuing or would result therefrom. (f) Contingent Liabilities arising from intercompany loans with respect to customary indemnification obligations in favor of sellers in connection with Acquisitions permitted under Section 11.5 and advances purchasers in connection with dispositions permitted under Section 11.5; (ag) from Acquired Debt assumed in Acquisitions permitted under Section 11.5; and (h) the Senior Notes, and any Subsidiary to refinancing of the Senior Notes which mature in 2008, provided that in connection with such refinancing that (i) the Company shall not incur Debt (other than Subordinated Debt or any wholly-owned Subsidiary or Revolving Loans) in excess of $155,000,000, and (bii) from all the Company proceeds thereof are used to any wholly-owned Domestic Incorporated Subsidiary or (c) from refinance the Company Senior Notes on the stated maturity thereof and to any wholly-owned Foreign Incorporated Subsidiary; provided, that if pay the Company is the obligor on reasonable costs of issuing such Debt, provided that (A) no Unmatured Event of Default or Event of Default shall have occurred and been continuing at the time of incurring such Debt; (B) the documents governing or describing such Debt shall be expressly subordinate provided to the payment Administrative Agent in full in cash draft form at least three days prior to the incurrence of the Secured ObligationsDebt; (C) the Company shall provide a certificate executed by a Senior Officer, in form and substance acceptable to the Administrative Agent, evidencing that as of the end of the Fiscal Quarter immediately preceding such refinancing and as of the date of such refinancing calculated on a pro forma basis, giving effect to thereto (x) the Company’s Maximum Leverage Ratio, calculated in accordance with Section 11.14.2, does not exceed sixty three percent (63%) and (y) the Company’s Interest Coverage Ratio, calculated in accordance with Section 11.14.1, is not less than the level set forth for the applicable period in Section 11.14.1 plus 0.10 and (D) the Administrative Agent shall concur with the calculations contained in the certification provided by the Company pursuant to clause (C) above (provided that such concurrence shall not be unreasonably withheld or delayed) and, provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); this clause (h) Debt shall not restrict the repayment of the Senior Notes with respect to suretythe proceeds of Subordinated Debt, appeal and performance bonds obtained by the Company a Revolving Loan, a New Capital Offering, or any of its Subsidiaries in the ordinary course of businesscombination thereof; (i) Guaranty Obligations relating to Debt incurred by the Company to the seller in any Permitted Acquisition as part extent permitted under Section 11.16 of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders;this Agreement. (j) other unsecured Debt, in addition to the Debt incurred by the Company pursuant to this Agreement and the Notes; and (k) additional unsecured Debt listed above, in an aggregate outstanding amount not at any time outstanding not exceeding $25,000,000an amount equal to twenty percent (20%) of Consolidated Net Worth as of the Company’s most recent Fiscal Year end, provided that at the time of incurring such Debt, no Default or Unmatured Event of Default shall have occurred and been continuing or would result therefrom.

Debt. Neither Without the Company prior consent of the Majority Tranche B ---- Lenders, neither Lessee, Guarantor nor any of its Subsidiaries shall directly or indirectly Subsidiary will incur, create, incur, assume or otherwise become or remain directly or indirectly liable with respect permit to exist any Debt, except: (ai) Debt (including unfunded commitments) of Lessee or Guarantor existing on the Secured Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 11, and any renewals, extensions, refinancings and modifications (but not increases) thereof; (ii) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (iii) Debt of Lessee under Hedging Agreements which are for bona fide business purposes and are not speculative; and (iv) Operating Equipment Lease Obligations; (bv) Permitted Existing other Debt of Lessee and Permitted Refinancing Debtits Domestic Subsidiaries, incurred or assumed, not to exceed $35,000,000 in the aggregate; (cvi) Debt evidenced by Capital Lease Obligations and Purchase Money Debt, provided that in respect no event shall the aggregate principal amount of obligations secured Capital Lease Obligations and Purchase Money Debt permitted by Customary Permitted Liensthis clause (vi) exceed $30,000,000 at any time outstanding; (dvii) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary with respect to surety bonds, appeal bonds or custom bonds required in the Company ordinary course of business or any wholly-owned Subsidiary in connection with the enforcement of rights or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash claims of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company Lessee or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction connection with judgments that do not result in a Permitted Acquisition, if (1) at the time of such incurrence, no Lease Default or a Lease Event of Default or Default has occurred and is continuing or would result from such incurrenceDefault, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (vii) shall not at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”);time exceed $5,000,000; and (hviii) Debt with respect to surety, appeal of any Foreign Subsidiary of Lessee or Guarantor the proceeds of which Debt are used for such Foreign Subsidiary's and/or their Foreign Subsidiaries' working capital and performance bonds obtained general corporate purposes ("Foreign Subsidiary Indebtedness") -------------------------------- (ix) Debt for borrowed money assumed by the Company Lessee or any one of its Subsidiaries in the ordinary course Subsidiaries, or of business; (i) Debt incurred by the Company a Subsidiary of Lessee acquired, pursuant to an acquisition or merger permitted pursuant to the seller in any Permitted Acquisition as part terms of the consideration thereforthis Agreement, provided that such Debt is unsecured and, if in excess of shall not exceed $15,000,000 65,000,000 in the aggregateaggregate at any time and such Debt was not incurred in connection with, is subordinated to or in anticipation or contemplation of such permitted acquisition or merger; and provided further that the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) aggregate amount of Debt incurred by the Company permitted pursuant to this Agreement and clause (ix) that has a scheduled maturity date that is earlier than the Notes; and (k) additional unsecured Debt in an aggregate amount at any time outstanding Revolver shall not exceeding exceed $25,000,00030,000,000.

Debt. Neither the Company nor The Borrower will not, and will not permit any of its Subsidiaries shall directly or indirectly createother Credit Party to, incur, create, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except: (a) the Notes or other Secured ObligationsIndebtedness; (b) Permitted Existing the Guarantee by the Borrower or any other Credit Party of any Debt and Permitted Refinancing Debtof any other Credit Party that is otherwise permitted hereunder so long as such Guarantee guarantees not more than the percentage of such Debt that equals the percentage of common equity owned directly or indirectly by the Borrower or such other Credit Party in such other Credit Party at the time such Guarantee is executed; (c) Debt in respect of obligations secured by Customary Permitted Liensany Credit Party to any other Credit Party; (d) Debt constituting Contingent Obligations permitted by Section 10.5outstanding on the date hereof and set forth on Schedule 9.02, including without limitation the Permitted Intercompany Debt (subject to the limitations in the definition of “Permitted Intercompany Debt”); (e) Debt arising from intercompany loans of a Person which becomes a Restricted Subsidiary after the date hereof, provided that (i) such Debt existed at the time such Person became a Restricted Subsidiary and advances was not created in anticipation thereof, (aii) from any Subsidiary immediately after giving effect to the Company acquisition of such Person by a Credit Party, no Default or any wholly-owned Subsidiary or Event of Default shall have occurred and be continuing and (biii) from the Company that all Debt incurred under this clause (e), together with all Debt incurred pursuant to any wholly-owned Domestic Incorporated Subsidiary or clause (cj) from the Company to any wholly-owned Foreign Incorporated Subsidiary; providedbelow, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed in the Permitted Foreign Subsidiary Investment Amount aggregate at any timeone time outstanding the greater of (x) C$10,000,000 and (y) 5% of the Borrowing Base then in effect; (f) Debt in respect endorsements of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries negotiable instruments for collection in the ordinary course of business; (g) Debt consisting of performance bonds, surety bonds, appeal bonds, injunctions bonds and other obligations of a like nature provided by any Credit Party; (h) Non-Recourse Debt in an aggregate amount outstanding at any time not to exceed C$5,000,000; (i) Debt incurred by the Company to the seller in any constituting Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required HoldersInvestments; (j) Debt incurred to finance the acquisition, construction or improvement of fixed or capital assets (including, without limitation, obligations in connection with Capital Leases) secured by Liens permitted by Section 9.03(h); provided that all Debt incurred under this clause (j), together with all Debt incurred pursuant to clause (e) above, does not exceed in the aggregate at any one time outstanding the greater of (x) C$10,000,000 and (y) 5% of the Borrowing Base then in effect; (k) other Debt not to exceed in the aggregate at any one time outstanding the greater of (x) C$20,000,000 and (y) 7% of the Borrowing Base then in effect; (l) Debt associated with worker’s compensation claims, unemployment insurance laws or similar legislation incurred in the ordinary course of business; (m) Taxes, assessments or other governmental charges which are not yet due or are being contested in good faith in accordance with Section 7.08; (n) Debt and any guarantees thereof by the Company Guarantors (including any Persons becoming Guarantors simultaneously with the incurrence of such Debt), provided that: (i) 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), no Default exists or would exist, (ii) such Debt is not secured by any Lien, (iii) such Debt does not have any scheduled amortization of principal prior to the Maturity Date, (iv) such Debt has a stated maturity no earlier than 91 days after the Maturity Date, (v) such Debt does not have mandatory redemption events that are not Events of Default hereunder, (vi) such Debt does not prohibit prior repayment of Loans, and (vii) at the time any such Debt is incurred, the Borrowing Base then in effect shall be automatically reduced by the lesser of (A) an amount equal to the product of 0.25 multiplied by the stated principal amount of such Debt, rounded to the nearest C$1,000,000 and (B) if requested by the Borrower, an amount (which may be zero) approved by the Required Lenders, and the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such issuance or assumption, effective and applicable to the Borrower, the Agents, each Issuing Bank and the Lenders on such date until the next redetermination or modification thereof hereunder. For purposes of this Section 9.02(n), the “stated principal amount” shall mean the stated face amount of such Debt without giving effect to any original issue discount; (o) Any renewals, refinancings or extensions of (but, except to the extent permitted herein, not increases in (except to cover premiums or penalties)) any Debt described in clauses (d), (e), (j) or (n) of this Section 9.02 (other than Permitted Intercompany Debt); provided, however, that any refinancing of Debt described in clause (n) shall comply with the provisions of such clause (n); (p) Debt consisting of the financing of insurance premiums if the amount financed does not exceed the premium payable for the current policy period; (q) Debt consisting of obligations to deliver commodities, goods or services, including, without limitation, Hydrocarbons, in consideration of one or more advance payments, so long as delivery of such commodities, goods or services is due within 60 days of such advance payment; (r) Debt consisting of deferred put premiums on Swap Agreements entered into by any Credit Party with Approved Counterparties; (s) Debt incurred by the Borrower or any Credit Party as a result of credit support (in the form of cash) provided by, or on behalf of, counterparties pursuant to this Agreement and any Swap Agreement, not to exceed the Notesamount of such cash held by the Borrower or such other Credit Party; and (kt) additional Debt incurred, created or suffered to exist by the Borrower to or in favor of (i) QRI prior to the transfer by QRI to New Parent, directly or indirectly through a Parent HoldCo, of 100% of the Equity Interests of the Borrower in contemplation of the Qualified IPO provided that such Debt does not exceed the value of the Equity Interests in the Borrower immediately prior to the first incurrence or creation of such Debt (the “Qualified IPO Related Debt”), (ii) New Parent (and, as applicable, a Parent HoldCo) upon the transfer of the Qualified IPO Related Debt from QRI to New Parent, directly or indirectly through a Parent HoldCo, together with 100% of the Equity Interests in the Borrower; provided that (x) at all times such Debt is subordinated in right of payment to the Secured Indebtedness on terms satisfactory to the Administrative Agent, acting reasonably, and (y) such Debt is settled and cancelled promptly after the completion of the transfer of 100% of the Equity Interests of the Borrower to New Parent. For greater certainty, the foregoing proviso will not restrict the Borrower from settling the Qualified IPO Related Debt by the issuance of Equity Interests in the Borrower. For the avoidance of doubt, to the extent any Debt could be attributable to more than one subsection of this Section 9.02, the Credit Parties may categorize all or any portion of such Debt to any one or more subsections of this Section 9.02 as it elects and unless as otherwise expressly provided, in no event shall (x) the same portion of any Debt be deemed to utilize or be attributable to more than one subsection of this Section 9.02 or (y) any Credit Party utilize Section 9.02(k) for the purposes of issuing unsecured Debt senior notes or unsecured subordinated notes in an aggregate amount at any time outstanding not exceeding $25,000,000the capital markets.

Debt. Neither Holdings and the Company nor Borrower shall not, and shall not permit any of its Restricted Subsidiaries shall directly to, incur or indirectly create, incur, assume or otherwise become or remain directly or indirectly liable with respect to maintain any Debt, except:other than the following Debt (collectively, “Permitted Debt”): (a) Debt of Holdings and any of its Restricted Subsidiaries under the Secured ObligationsLoan Documents; (bi) Permitted Existing Debt described on Schedule 8.12 (it being understood and Permitted agreed that any such Debt that is repaid shall not be reborrowed) and any Refinancing DebtDebt thereof and (ii) any intercompany Debt outstanding on the Closing Date; (i) Capital Leases and purchase money Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any Equipment (as defined in Article 9 of the UCC) held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise), including, without limitation, any Debt evidenced by the Enterprise Master Lease Agreement and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that, at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of Holdings and its Restricted Subsidiaries , shall not, when taken together with the aggregate principal amount of Debt in respect of obligations permitted under this Section 8.12, that is secured by Customary Liens incurred under clause (pp) of the definition of “Permitted Liens,” exceed the greater of (A) $75,000,000 and (B) 3.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (d) Debt constituting Contingent Obligations of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or any Restricted Subsidiary that is not an Obligor, (B) any Restricted Subsidiary that is not an Obligor owing to another Obligor; provided that the aggregate amount of Debt incurred under this clause (d)(B) is permitted by to be incurred as an Investment pursuant to Section 10.58.11 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 arising from intercompany loans incurred under Hedge Agreements, provided that such Hedge Agreements are entered into by a Borrower or Restricted Subsidiary of Holdings in the ordinary course of business and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any timefor speculative purposes; (f) Debt Guaranties by Holdings and its Restricted Subsidiaries in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by of the Company Borrower or any of its Subsidiaries after Restricted Subsidiary otherwise permitted under this Agreement; provided that (i) if the date hereof Debt being guaranteed is Subordinated Debt, such Guaranties shall be subordinated in right of payment to finance the acquisition Guaranty of fixed assets or the Obligations on terms at least as favorable to the Lenders as those contained in conjunction with a Permitted Acquisition, if (1) at the time subordination of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrenceSubordinated Debt, (2ii) such if the Debt has being guaranteed by any Obligor is Debt of a scheduled maturity and Restricted Subsidiary that is not due on demandan Obligor, such Guaranty must be permitted to be incurred as an Investment pursuant to Section 8.11 and (3iii) no Guaranty by any Restricted Subsidiary of any Debt of an Obligor shall be permitted unless such Debt does not exceed the lower Restricted Subsidiary shall have also provided a Guaranty of the fair market value Obligations; (i) Debt arising from the honoring by a bank or the cost other financial institution of the applicable fixed assets on the date acquireda check, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing draft or similar instrument drawn against insufficient funds; provided that such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any extinguished within five Business Days of its Subsidiaries incurrence and (ii) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased or rented in the ordinary course of business; (h) Debt of any Obligor owing to any other Obligor; (i) Debt incurred by 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 Company ordinary course of business (including to the seller in 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 Permitted Acquisition as part of the consideration thereforforegoing issued in respect of or to secure Debt for Borrowed Money; (ii) Debt owed to any Person providing workers’ compensation, provided that 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 unsecured and, if not in excess of $15,000,000 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 aggregate, is subordinated to ordinary course or (iv) Debt consisting of accommodation Guaranties for the Secured Obligations, on terms reasonably acceptable to benefit of trade creditors of any Obligor or any Subsidiary issued by such Obligor or Subsidiary in the Required Holdersordinary course of business; (j) Debt incurred by under this clause (j) and then outstanding in an aggregate principal amount, measured at the Company pursuant to this Agreement time of incurrence and after giving Pro Forma Effect thereto and the Notes; anduse of the proceeds thereof, not to exceed the greater of (x) $30,000,000 and (y) 4.5% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (k) additional 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 or any other acquisition constituting a Permitted Investment 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 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 other acquisitions constituting Permitted Investments) or (z) any other Investment permitted under Section 8.11; (m) Debt consisting of promissory notes issued by the Restricted Subsidiaries to their current or former officers, directors, partners, members, and employees and their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes to finance the retirement, acquisition, repurchase, purchase or redemption of Stock of Holdings (or Stock of any Parent Entity or the Borrower) in each case permitted by Section 8.10; (n) Debt consisting of (i) the financing of insurance premiums or (ii) take or pay obligations entered into in the ordinary course of business; (o) Debt incurred pursuant to the First Financial Loan Documents, in an aggregate principal amount not to exceed $30,000,000 and any Refinancing Debt related thereto; (p) Debt of any Restricted Subsidiary that is not an Obligor incurred under this clause (p); provided that (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); (x) the Monarch Acquisition Seller Debt, in an aggregate principal amount not to exceed $87,500,000 less the aggregate amount of all payments and prepayments in respect of the principal amount thereof (excluding for the avoidance of doubt any time outstanding fees, costs, expenses and indemnification obligations that may also be payable and/or automatically capitalized thereunder); (y) the U.S. Well Direct Loans, in an aggregate principal amount not exceeding to exceed $25,000,0006,000,000, less the aggregate amount of all payments and prepayments after the Second Amendment Effective Date in respect of the principal amount thereof (excluding, for the avoidance of doubt, any fees, costs, expenses and indemnification obligations that may also be payable thereunder); (z) the REV Energy Acquisition Seller Debt, in an aggregate principal amount not to exceed $39,015,759 less the aggregate amount of all payments and prepayments in respect of the principal amount thereof (excluding for the avoidance of doubt any fees, costs, expenses and indemnification obligations that may also be payable and/or automatically capitalized thereunder); (aa) the REV Energy Equipment Loan Debt, in an aggregate principal amount not to exceed $5,500,000, less the aggregate amount of all payments and prepayments after the Third Amendment Effective Date in respect of the principal amount thereof (excluding, for the avoidance of doubt, any fees, costs, expenses and indemnification obligations that may also be payable thereunder); (bb) the REV Energy Equipment Lease Debt, in an aggregate principal amount not to exceed $10,000,000, less the aggregate amount of all payments and prepayments after the Third Amendment Effective Date in respect of the principal amount thereof (excluding, for the avoidance of doubt, any fees, costs, expenses and indemnification obligations that may also be payable thereunder); (cc) [**]. (dd) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (cc) above. For purposes of determining compliance with this Section 8.12, in the event that an item of Debt meets the criteria of more than one of the types of Debt described in the above clauses, the Borrower, in its sole discretion, may classify (but not reclassify) such item of Debt (or any portion thereof) and will only be required to include the amount and type of such Debt in one or, if it satisfies the criteria for more than one clause above, can be allocated among one or more of the above clauses. The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Debt shall not be deemed to be an incurrence of Debt for purposes of this Section 8.12. Notwithstanding anything herein to the contrary, neither Equify Financial LLC (nor any of its Affiliates) shall loan or otherwise provide any Debt or any commitment to provide Debt to any Obligor or any other Subsidiary of Holdings (other than (i) Back-Stop Note, the Closing Date Note and the Equify Bridge Note, (ii) purchase money equipment financing to be provided by Equify Financial LLC to Flotek, BPC and their respective Subsidiaries for so long as such Persons (x) are not Subsidiaries of Holdings or (y) are Specified Unrestricted Subsidiaries, and

Debt. Neither the The Company nor will not, and will not permit any of its Restricted Subsidiaries shall directly or indirectly to, create, incur, assume assume, guarantee, suffer to exist or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness; provided, however that the foregoing restriction shall not apply to any Debt, exceptthe following Indebtedness which is permitted: (ai) Indebtedness incurred under this Agreement and the Secured Obligationsother Loan Documents; (bii) Permitted Existing Refinancing Debt issued or incurred (including by means of the extension or renewal of existing Indebtedness) to refinance, refund, extend, defease, discharge, renew or replace Indebtedness incurred pursuant to Sections 5.02(b)(iii), 5.02(b)(v), 5.02(b)(vii) and Permitted Refinancing Debt5.02(b)(xiv); (ciii) Debt in respect of obligations secured by Customary Permitted LiensIndebtedness outstanding on the Closing Date and, to the extent any such Indebtedness exceeds, individually, $10,000,000 set forth on Schedule 5.02(b); (div) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from Indebtedness of the Company or any Restricted Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Restricted Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (fv) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by Indebtedness of the Company or any of its Subsidiaries after the date hereof Restricted Subsidiary to finance the acquisition of fixed any real or personal property, including Capital Leases, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided, however, that the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed the greater of (x) $175,000,000 and (y) 3.0% of the consolidated total assets of the Company determined in conjunction accordance with a Permitted Acquisition, if (1) GAAP at the time of such incurrence, no Event of Default or Default has occurred and Indebtedness is continuing or would result incurred; (vi) Indebtedness arising from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower agreements of the fair market value Company or the cost any Restricted Subsidiary providing for indemnification, adjustment of the applicable fixed assets on the date acquiredpurchase or acquisition price, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at earnouts, deferred purchase price or similar obligations with respect to any time, and (5) any Lien securing such Debt is Permitted Acquisition or other acquisition permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”5.02(e) or any Disposition permitted by Section 5.02(f); (hvii) Debt with respect to surety, appeal and performance bonds obtained by Indebtedness of the Company or any Restricted Subsidiary assumed in connection with any Permitted Acquisition or other acquisition permitted hereunder so long as such Indebtedness is not incurred in contemplation of its Subsidiaries such Permitted Acquisition or other acquisition; (viii) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations (including, in each case, letters of credit or bank guarantees and similar instruments issued to provide such bonds, guaranties and similar obligations), in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations incurred in the ordinary course of business; (iix) Debt Indebtedness consisting of (x) the financing of insurance premiums or (y) take or pay obligations contained in supply arrangements, in each case incurred by in the Company ordinary course of business; (x) Indebtedness arising from a guarantee of any Indebtedness otherwise permitted hereunder to the seller in any Permitted Acquisition as part of extent the consideration therefor, Person providing such guarantee is not prohibited from directly incurring such Indebtedness; provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, Indebtedness being guaranteed is subordinated to the Secured Obligations, on terms reasonably acceptable such guarantee shall be subordinated to the Required Holdersguarantee of the Secured Obligations on reasonably equivalent terms; (jxi) Debt other unsecured Indebtedness of the Company or any Guarantor so long as after giving effect to such Indebtedness and the use of proceeds thereof, the Consolidated Total Net Leverage Ratio (calculated on a pro forma basis) as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(b) is not greater than 5.00:1.00; (xii) any other Indebtedness or contingent obligations set forth or described in the Form 10 as being outstanding after giving effect to the Spin Transaction; (xiii) Indebtedness in respect of netting services, overdraft protections deposit and checking accounts, in each case incurred in the ordinary course of business; (xiv) other Indebtedness in an aggregate principal amount not to exceed the greater of (x) $250,000,000 at any time outstanding or (y) 5.0% of consolidated total assets of the Company determined in accordance with GAAP at the time of the incurrence thereof; (xv) Indebtedness of Restricted Subsidiaries that are Foreign Subsidiaries (x) incurred to provide consideration for, or to provide all or any portion of the funds or credit support utilized to consummate, a Permitted Acquisition or other acquisition permitted hereunder or (y) incurred in an aggregate principal amount outstanding at any one time not to exceed $50,000,000 (measured at the time of incurrence); (xvi) secured Indebtedness for borrowed money of the Company or any Guarantor; provided that, such Indebtedness may not be incurred following a Lien Release Event and prior to any subsequent Ratings Trigger Event and may be secured only on a pari passu or junior basis to the Liens on the Collateral securing the Secured Obligations; provided, further, that, at the time of any such incurrence of Indebtedness, after giving effect thereto, the Consolidated Secured Net Leverage Ratio as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(b) (calculated on a pro forma basis) is not greater than 3.75:1.00; (xvii) to the extent constituting Indebtedness, obligations arising under the Acquisition Agreement; (xviii) Called or Defeased Debt; (xix) Indebtedness incurred by the Company pursuant or any Restricted Subsidiary in respect of letters of credit, bank guarantees or similar instruments issued or incurred in the ordinary course of business or consistent with industry practice in an aggregate principal amount not to this Agreement exceed $100,000,000 at any time; (xx) to the extent constituting Indebtedness, obligations under cash pooling and notional pooling arrangements; (xxi) Indebtedness in respect of Hedge Agreements entered into in the Notesordinary course of business and not for speculative purposes; and (kxxii) all premiums (if any), interest, fees, expenses, charges and additional unsecured Debt or contingent interest on obligations described in an aggregate amount at any time outstanding not exceeding $25,000,000clauses (i) through (xxi) above.

Debt. Neither the Company nor any of its Subsidiaries shall directly or indirectly createCreate, incur, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except: (a) Debt under the Secured ObligationsLoan Documents; (b) Permitted Existing Debt outstanding on the date hereof and Permitted Refinancing listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that: (i) the amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or Lenders than the terms of any agreement or instrument governing the Debt being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Debt does not exceed the then-applicable market interest rate; (c) Unsecured Guarantees by any Loan Party or any Subsidiary thereof of Debt in respect or operating leases (including real property leases) of obligations secured by Customary Permitted Liensany other Loan Party or any Subsidiary to the extent that the Person that is obligated under such guaranty could have incurred such underlying Debt or such operating leases (including real property leases) to the extent constituting Debt under this Section 7.03; (d) Debt constituting Contingent Obligations permitted in respect of Capital Leases and purchase money obligations for fixed or capital assets in an aggregate amount outstanding at any time not to exceed (i) amounts incurred pursuant to the Specified Sale Leaseback Transactions, plus (ii) $30,000,000, plus (iii) an additional $20,000,000 so long as the applicable fixed or capital assets relate to the Hawaii Project, plus (iv) an additional $20,000,000 so long as Liquidity exceeds $20,000,000 both immediately before and after giving effect to such incurrence, plus (v) such other amounts as are approved in writing by Section 10.5;Agents in their sole discretion. (e) Debt arising from intercompany loans and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time[reserved]; (f) Debt in respect of: (i) workers' compensation claims or obligations in respect of Hedging Obligations permitted under Section 10.15; health, disability or other employee benefits; (gii) secured property, casualty or unsecured purchase money Debt liability insurance or self-insurance; (including Capital Leasesiii) incurred by completion, bid, performance, customs, appeal or surety bonds issued for the Company account of any Loan Party or any Subsidiary thereof; (iv) taxes, assessments or other government charges not yet delinquent or which are the subject of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if Protest; or (1v) at the time of such incurrence, no Event of Default or Default has occurred bankers' acceptances and is continuing or would result from such incurrence, (2) such other similar obligations not constituting Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower for borrowed money; in each of the fair market value or foregoing cases, to the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries extent incurred in the ordinary course of business; (ig) Debt incurred of any Loan Party owing to and held by the Company to the seller in any Permitted Acquisition as part of the consideration thereforother Loan Party; provided, provided that such Debt is must be (i) unsecured and, if in excess of $15,000,000 in the aggregate, is and expressly subordinated to the Secured Obligationsprior payment in full in cash of all Obligations (including, on terms reasonably acceptable with respect to any Guarantor, its obligations under the Guaranty and Security Agreement), (ii) subject to the Required Holdersterms of the Intercompany Subordination Agreement, and (iii) evidenced by a promissory note pledged to Collateral Agent under the applicable Collateral Document; (h) Debt of Orion or any of its Subsidiaries owing to and held by Orion or any of its Subsidiaries pursuant to the Intracompany Master Services Agreement; (i) [reserved]; ​ (j) unsecured Debt in the form of purchase price adjustments, earn-outs, non-competition agreements, indemnification obligations or other arrangements representing acquisition consideration or deferred payments of a similar nature (including seller notes) incurred in connection with any permitted Investment, so long as such unsecured Debt is on terms and conditions reasonably acceptable to Administrative Agent; (i) Debt owed in respect of any overdrafts and related liabilities, arising from treasury, depository and other cash management services or in connection with any automated clearing-house transfers of funds incurred in the ordinary course; (ii) cash management obligations and other unsecured Debt incurred by in respect of netting services, automatic clearinghouse arrangements, overdraft protection, and other like services, in each case, incurred in the Company pursuant to this Agreement ordinary course of business, and (iii) Debt in respect of credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called "procurement cards" or "P-cards") or other similar cash management services, in each case, incurred in the Notes; and (k) additional unsecured Debt ordinary course of business, in an aggregate amount for this clause (iii) not to exceed $1,000,000; provided that if such Debt is secured, such Debt shall be subject to an intercreditor agreement acceptable to the Agents unless the foregoing Debt described in clauses (i) through (iii) above relates solely to Deposit Accounts otherwise subject to a Control Agreement in favor of the Agents in form and substance satisfactory to the Agents; (l) Debt consisting of the financing of insurance premiums in the ordinary course of business; provided, that (A) the aggregate amount of such Debt, together with the aggregate amount of deposits made in the ordinary course of business to secure obligations to insurance carriers does not exceed $10,000,000 in the aggregate at any time, to the extent the obligations related thereto are subject to a Subordination Agreement, and (B) Agents may include as part of Reserves any amount of such Debt which is not subject to a Subordination Agreement; or (m) Debt (other than any Debt owed to any Loan Party or Subsidiary or Affiliate thereof) not otherwise permitted by clauses (a) through (l) above in an aggregate outstanding amount not to exceed $5,000,000 at any time outstanding not exceeding $25,000,000and, if such Debt is secured by a Lien on Collateral, such Debt shall be subject to an intercreditor agreement satisfactory to the Agents.

Debt. Neither Without the Company prior consent of the Majority Tranche B Lenders, neither Lessee, Guarantor nor any of its Subsidiaries shall directly or indirectly Subsidiary will incur, create, incur, assume or otherwise become or remain directly or indirectly liable with respect permit to exist any Debt, except: (ai) Debt (including unfunded commitments) of Lessee or Guarantor existing on the Secured Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 11, and any renewals, extensions, refinancings and modifications (but not increases) thereof; (ii) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (iii) Debt of Lessee under Hedging Agreements which are for bona fide business purposes and are not speculative; and (iv) Operating Equipment Lease Obligations; (bv) Permitted Existing other Debt of Lessee and Permitted Refinancing Debtits Domestic Subsidiaries, incurred or assumed, not to exceed $35,000,000 in the aggregate; (cvi) Debt evidenced by Capital Lease Obligations and Purchase Money Debt, provided that in respect no event shall the aggregate principal amount of obligations secured Capital Lease Obligations and Purchase Money Debt permitted by Customary Permitted Liensthis clause (vi) exceed $30,000,000 at any time outstanding; (dvii) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary with respect to surety bonds, appeal bonds or custom bonds required in the Company ordinary course of business or any wholly-owned Subsidiary in connection with the enforcement of rights or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash claims of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company Lessee or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction connection with judgments that do not result in a Permitted Acquisition, if (1) at the time of such incurrence, no Lease Default or a Lease Event of Default or Default has occurred and is continuing or would result from such incurrenceDefault, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (vii) shall not at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”);time exceed $5,000,000; and (hviii) Debt with respect to surety, appeal of any Foreign Subsidiary of Lessee or Guarantor the proceeds of which Debt are used for such Foreign Subsidiary's and/or their Foreign Subsidiaries' working capital and performance bonds obtained general corporate purposes ("Foreign Subsidiary Indebtedness") (ix) Debt for borrowed money assumed by the Company Lessee or any one of its Subsidiaries in the ordinary course Subsidiaries, or of business; (i) Debt incurred by the Company a Subsidiary of Lessee acquired, pursuant to an acquisition or merger permitted pursuant to the seller in any Permitted Acquisition as part terms of the consideration thereforthis Agreement, provided that such Debt is unsecured and, if in excess of shall not exceed $15,000,000 65,000,000 in the aggregateaggregate at any time and such Debt was not incurred in connection with, is subordinated to or in anticipation or contemplation of such permitted acquisition or merger; and provided further that the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) aggregate amount of Debt incurred by the Company permitted pursuant to this Agreement and clause (ix) that has a scheduled maturity date that is earlier than the Notes; and (k) additional unsecured Debt in an aggregate amount at any time outstanding Revolver shall not exceeding exceed $25,000,00030,000,000.

Debt. Neither the Company No Credit Party shall, nor shall it permit any of its Subsidiaries shall directly or indirectly to, create, assume, incur, assume suffer to exist, or otherwise in any manner become liable, directly, indirectly, or remain directly or indirectly liable with contingently in respect to of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) the Secured Obligations; (b) Permitted Existing intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that (i) if such Debt is secured by Liens, such Debt and Permitted Refinancing Debtany Liens securing such Debt are subordinated to the Secured Obligations and the Liens securing the Secured Obligations on terms and conditions and pursuant to documentation acceptable to the Administrative Agent in its sole discretion and (ii), if applicable, to the extent such Debt is an Investment, such Investment is also permitted in Section 6.3; (c) unsecured Debt in respect incurred for Borrowed Money on or after both (i) conversion of obligations secured by Customary Permitted Liensthe Exit Convertible Notes and (ii) the 7-Month Financials Delivery Date, so long as, on a pro forma basis for such Debt incurrence, the Total Leverage Ratio does not exceed 1.00:1.00; (d) Debt constituting Contingent Obligations permitted in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for Borrowed Money) which in each case are not more than ninety (90) days past due, in each case incurred in the ordinary course of business, as presently conducted, unless contested in good faith by Section 10.5appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (e) Debt arising from intercompany loans and advances purchase money indebtedness or Capital Leases, in each case, (ai) from any Subsidiary subject to the Company Borrower’s board of directors, managers or other applicable governing body, (ii) incurred for the purpose financing all or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash part of the Secured Obligations; providedpurchase price or cost of design, furtherconstruction, that installation or improvement of property, plant or equipment used in the business of such Credit Party or Subsidiary and (iii) in an aggregate of all Foreign Subsidiary Investments does principal amount (including any Permitted Refinancing thereof) not to exceed the $5,000,000 and any Permitted Foreign Subsidiary Investment Amount at any timeRefinancing thereof; (f) Debt in respect of Hedging Obligations Arrangements permitted under Section 10.156.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by arising from the Company or any endorsement of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries instruments for collection in the ordinary course of business; (h) Debt arising from the financing of insurance premiums of any Credit Party in an aggregate amount not to exceed $5,000,000 incurred to defer the cost of such insurance for the underlying term of such insurance policy; (i) Debt incurred by the Company to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders[Reserved]; (j) Debt in respect of the Exit Convertible Notes in an aggregate principal amount not to exceed the sum of (i) $48,069,000.00 and (ii) any capitalized interest on the Exit Convertible Notes added to the principal amount of the Exit Convertible Notes pursuant to the Exit Convertible Notes Documents as in effect on the date hereof, at any time and any Permitted Refinancing thereof; (k) Debt under performance, stay, appeal and surety bonds or with respect to workers’ compensation or other like employee benefit claims, in each case incurred in the ordinary course of business; (l) [Reserved]; (m) [Reserved]; (n) [Reserved]; (o) guarantees of Debt of any Credit Party permitted under this Section 6.1; (p) Debt arising from royalty agreements on customary terms entered into by the Company pursuant to this Agreement Borrower and its Subsidiaries in the Notesordinary course of business in connection with the purchase of Sand Reserves; (q) Debt existing on the Effective Date and set forth on Schedule 6.1; and (kr) additional unsecured Debt in an not otherwise permitted under the preceding provisions of this Section 6.1; provided that the aggregate principal amount thereof shall not exceed $2,500,000 at any time outstanding not exceeding $25,000,000time.

Debt. Neither the Company nor any of its Subsidiaries shall directly or indirectly createCreate, incur, assume assume, permit, guarantee, or otherwise become or remain remain, directly or indirectly indirectly, liable with respect to any Debt, except: (a) the Secured ObligationsObligations and any other Debt evidenced by this Agreement and the other Loan Documents; (b) Permitted Existing Debt and Permitted Refinancing Debtresulting from Capitalized Leases entered into in the ordinary course of business, in an aggregate outstanding amount not in excess of $250,000 at any one time; (c) Debt in respect of obligations secured by Customary Permitted Liens; (d) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) resulting from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash endorsement of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries instruments for collection in the ordinary course of business; (id) Permitted Acquired Indebtedness; (e) Debt in respect of Earnout Arrangements and Seller Notes incurred in connection with a Permitted Acquisition; (f) Debt consisting of loans or advances from time to time made by Borrower to JMP Securities in an aggregate outstanding amount at any one time not to exceed $5,000,000; (g) Debt incurred by the Company JMP Securities consisting of loans or advances from time to time made in connection with underwriting advances or lines of credit that are subject to the seller in any Permitted Acquisition applicable NASD form, that are advanced to JMP Securities to permit it to meet its net capital requirements under applicable NASD rules or under SEC Rule 15c3-1, so long as part (x) such Debt that is repaid within 45 Business Days after the date when incurred, (y) no Event of Default or Unmatured Event of Default has occurred and is continuing at the consideration therefor, provided time that such Debt is unsecured andproposed to be incurred or would result therefrom and (z) no more than $20,000,000 of such loans, if together with the Debt described below in excess clause (h) of $15,000,000 this Section 6.1 is funded from the direct or indirect proceeds of a Borrowing under this Agreement; (h) Debt incurred by JMP Securities consisting of loans or advances from time to time made in the aggregate, is subordinated connection with underwriting advances or lines of credit that are subject to the Secured Obligationsapplicable NASD form, on terms reasonably acceptable that are advanced to JMP Securities to permit it to meet its net capital requirements under applicable NASD rules or under SEC Rule 15c3-1, so long as (x) such Debt that is repaid within one year after the Required Holdersdate when incurred, (y) no Event of Default or Unmatured Event of Default has occurred and is continuing at the time that such Debt is proposed to be incurred or would result therefrom and (z) no more than $20,000,000 of such loans, together with the Debt described below in clause (g) of this Section 6.1 is funded from the direct or indirect proceeds of a Borrowing under this Agreement; (i) Advances by Borrower or any of its Subsidiaries to Borrower, any Subsidiary, any Affiliate or an Excluded Fund for the purpose of funding overhead and other operating expenses, so long as (x) the aggregate amount of such advances made by a Loan Party during any fiscal year of Borrower does not exceed $1,000,000 and (y) no Event of Default or Unmatured Event of Default has occurred and is continuing at the time that such Debt is proposed to be incurred or would result therefrom; (j) Intercompany Debt incurred advanced by an Obligor to a domestic Obligor, so long as such domestic Obligor is party to the Company pursuant Intercompany Subordination Agreement; (k) Guarantees by Borrower of any Debt of a Guarantor otherwise permitted hereunder and guarantees by any Guarantor of any Debt of Borrower or another Guarantor otherwise permitted hereby (in each case, other than Permitted Acquired Indebtedness); (l) Reimbursement obligations in respect of letters of credit issued after the Revolving Commitment Termination Date, to the extent that Lender elects not to issue such letters of credit under this Agreement and (it being understood that if Lender does not notify Borrower that it has elected to issue such letters of credit under this Agreement within four (4) Business Days after the Notesdate when Lender receives a written request therefor from Borrower, Lender shall be deemed to have elected not to issue the requested letter of credit); and (km) additional unsecured any Refinancing Debt in an aggregate amount at respect of any time outstanding not exceeding $25,000,000Debt identified on the Disclosure Statement with respect to this Section 6.1, or Debt described above in clauses (b), (d) or (l).

Debt. Neither the Company nor Not, and not permit any of its Subsidiaries shall directly or indirectly other Affiliated Party to, create, incur, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except: (a) Obligations under this Agreement and the Secured Obligationsother Loan Documents; (b) Permitted Existing Debt secured by Liens permitted by Section 11.2(e), and Permitted Refinancing Debtextensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt secured by Liens permitted by Section 11.2(e) at any time outstanding shall not exceed $15,000,000; (ci) Debt of the Company to any Subsidiary and (ii) Debt of any Subsidiary to the Company or another Subsidiary, provided, however, that the aggregate principal amount of Debt of any foreign Subsidiaries to the Company or to any domestic Subsidiaries outstanding from time to time shall not, when incurred, be in respect excess of obligations secured by Customary Permitted Liensan amount equal to twenty percent (20%) of Consolidated Net Worth as of the Company’s most recent Fiscal Year end; (d) Debt constituting Contingent Obligations permitted by Section 10.5Subordinated Debt; (e) Debt arising from intercompany loans described on Schedule 11.1 and advances (a) from any Subsidiary to extension, renewal or refinancing thereof so long as the Company principal amount thereof is not increased and no Default or any wholly-owned Subsidiary Unmatured Event of Default shall have occurred and be continuing or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiarywould result therefrom; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time;600198569v6 (f) Debt contingent liabilities arising with respect to customary indemnification obligations in respect favor of Hedging Obligations sellers in connection with Acquisitions permitted under Section 10.1511.5 and purchasers in connection with dispositions permitted under Section 11.5; (g) secured or unsecured purchase money Acquired Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or assumed in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is Acquisitions permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”);11.5; and (h) Debt incurred in connection with respect to suretya Permitted Securitization, appeal and performance bonds obtained by the Company or customary clean-up call provisions in connection with any of its Subsidiaries in the ordinary course of business;Permitted Securitization; and (i) Debt incurred by the Company other unsecured Debt, in addition to the seller Debt listed above, in an aggregate outstanding amount not at any Permitted Acquisition time exceeding an amount equal to twenty percent (20%) of Consolidated Net Worth as part of the consideration thereforCompany’s most recent Fiscal Year end, provided that at the time of incurring such Debt is unsecured andDebt, if in excess no Default or Unmatured Event of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) Debt incurred by the Company pursuant to this Agreement Default shall have occurred and the Notes; and (k) additional unsecured Debt in an aggregate amount at any time outstanding not exceeding $25,000,000be continuing or would result therefrom.

Debt. Neither the No Restricted Company nor any of its Subsidiaries shall shall, directly or indirectly indirectly, create, incur, assume or otherwise become suffer to exist any direct, indirect, fixed, or remain directly or indirectly liable with respect to contingent liability for any Debt, exceptOTHER THAN: (a) the Secured ObligationsThe Obligation; (b) Permitted Existing Debt and Permitted Refinancing Debt; (c) Debt in respect of obligations secured incurred by Customary Permitted Liensany Restricted Company under the Multi-Year Agreement; (d) Debt constituting Contingent Obligations permitted by Section 10.5arising under the Existing Agreement; (e) Debt arising from intercompany loans and advances (a) from incurred by any Subsidiary to the Restricted Company under any Financial Hedge with any Lender or an Affiliate of any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any timeLender; (f) Debt in respect between Restricted Companies, SO LONG AS any such inter-company Debt owed by Borrower to any other Restricted Company is unsecured; or Debt of Hedging Obligations permitted under Section 10.15;any Restricted Company to the Receivables Subsidiary; and (g) secured Debt of any Restricted Company not otherwise permitted by this SECTION 7.12, SO LONG AS (i) no Default or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after Potential Default exists on the date hereof any such Debt is created, incurred, or assumed or arises after giving effect to finance such Debt incurrence; and (ii) if such Debt is secured, on the acquisition of fixed assets date any such secured Debt is created, incurred, or in conjunction with a Permitted Acquisitionassumed, if (1) at the time principal amount of such incurrencesecured Debt, no Event when aggregated with the principal amount of Default or Default has occurred and is continuing or would result from such incurrenceall other secured Debt of the Restricted Companies incurred in accordance with this SECTION 7.12(g), (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower 10% of the fair market book value or the cost of the applicable fixed consolidated assets on of the Restricted Companies determined as of the date acquiredof, (4) such Debt does not exceed $30,000,000 and with respect to, the Current Financials and the related Compliance Certificate. Notwithstanding anything in this SECTION 7.12 to the contrary, the aggregate outstanding at principal amount of all Debt of the Restricted Subsidiaries may not exceed, on any timedate of determination, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any SUM of its Subsidiaries in the ordinary course of business; (i) Debt incurred by the Company to the seller in any Permitted Acquisition as part 10% of the consideration thereforbook value of the consolidated assets of the Restricted Companies, provided that such Debt is unsecured anddetermined as of the date of, if in excess of $15,000,000 in and with respect to, the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) Debt incurred by the Company pursuant to this Agreement Current Financials and the Notes; and related Compliance Certificate, PLUS, (kii) additional unsecured on and after the effective date of any designation of Intermedia and its Subsidiaries as "RESTRICTED SUBSIDIARIES" hereunder, the principal amount of all Existing Debt in an aggregate amount at any time outstanding of Intermedia and its Subsidiaries existing on the Intermedia Merger Date (as renewed, refinanced, or extended, but not exceeding $25,000,000increased).

Debt. Neither the Company nor any of its Subsidiaries shall directly or indirectly createCreate, incur, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, exceptDebt other than: (a) the Secured Obligations; (b) Permitted Existing Debt and Permitted Refinancing Debt; (c) Debt in respect of obligations secured by Customary Permitted Liens; (d) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries in the ordinary course of business; (i) Debt incurred by pursuant to this Agreement; (ii) unsecured Subordinated Debt and Permitted Subordinated Debt; (iii) accrued expenses, current trade payables and other current liabilities arising in the Company ordinary course of business and not incurred through the borrowing of money; (iv) unsecured Debt (x) of any Subsidiary to the seller in Borrower (y) of any Permitted Acquisition as part Subsidiary to a Subsidiary and (z) of the consideration thereforBorrower to any Subsidiary, provided that any such Debt under this clause (iv) is unsecured and, if in excess of $15,000,000 incurred in the aggregate, ordinary course of business consistent with past practice and is subordinated evidenced by one or more promissory notes pledged to the Secured Obligations, on terms reasonably acceptable Agent pursuant to the Required HoldersSecurity Agreements; (jv) Debt incurred Contingent Obligations permitted by the Company pursuant to this Agreement and the Notes; andSECTION 6.4; (kvi) additional unsecured other Consolidated Debt (including, without limitation, Debt secured by liens described in clauses (E) and (G) of the definition of Permitted Liens and Capital Lease Obligations) in an aggregate principal amount at any time outstanding not exceeding to exceed $25,000,00030,000,000 for the Borrower and its Subsidiaries; (vii) Debt of the Borrower under any Interest Rate Protection Agreements (if any) entered into with one or more Lenders in respect of the Debt incurred pursuant to this Agreement; provided that the notional amount of all such agreements at any time shall not exceed the aggregate amount of the Commitments at such time; (viii) Debt incurred pursuant to the Swingline Note; and (ix) Debt incurred pursuant to the ELLF. The Lenders shall use their best commercially reasonable efforts to respond to a request from the Borrower for approval of Subordinated Debt (on terms acceptable to the Required Lenders in their sole discretion) within five (5) Business Days after the Agent's and the Lender's receipt of information regarding the amount and material terms thereof; provided, however, the failure to approve or disapprove such Subordinated Debt during such period shall not constitute approval.

Debt. Neither the Company nor any of its Subsidiaries shall directly or indirectly Contract, create, incur, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except:or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the other Loan Documents; (ii) (A) Surviving Debt described in Part 2 of Schedule 4.01(t), Debt and leases (including any operating leases recharacterized as capital 66 Chemtura (Term Loan) Credit Agreement (a) the Secured Obligations; (b) Permitted Existing Debt and Permitted Refinancing Debt; (cA) Debt in respect of obligations secured by Customary Permitted Liens; (d) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries Hedge Agreements entered into in the ordinary course of business; business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices, (iB) Debt incurred by the Company to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such outstanding under Cash Management Agreements and (C) Debt is unsecured and, if under Secured Specified Credit Agreements not in excess of $15,000,000 25,000,000 at any one time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations or guarantees or letters of credit, in each case incurred in connection with any judgment not constituting an Event of Default or arising from agreements providing for indemnification, adjustment of purchase price, earn-outs or similar obligations, surety, performance, bid or appeal bonds and other similar types of performance and completion guarantees securing any obligations of the aggregateBorrower or any Subsidiary pursuant to such agreements, is subordinated in any case incurred or assumed in connection with the disposition or acquisition of any business, assets or Equity Interests held by a Subsidiary (other than guarantees of Debt incurred by any Person acquiring all or any portion of such business, assets or Equity Interests held by a Subsidiary for the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds actually received by the Borrower or any Subsidiary in connection with such disposition; (x) Debt of Foreign Subsidiaries arising under any Foreign Asset Based Financing, in an aggregate principal amount for all such Foreign Asset Based Financings not to exceed $250,000,000 (or the Secured Obligationsforeign currency equivalent) at any time outstanding; (xi) Debt not otherwise permitted hereunder in an aggregate principal amount not to exceed $100,000,000 at any time outstanding; (xii) Permitted Ratio Debt of Loan Parties; (xiii) Permitted Acquired Debt and Permitted Refinancing Debt refunding, on terms reasonably acceptable to the Required Holders; replacing or refinancing, in whole or in part, such Permitted Acquired Debt; (jxiv) Debt incurred by on behalf of Joint Ventures of the Company pursuant or any Subsidiary not to this Agreement exceed, at any one time outstanding, together with any Guarantee Obligations incurred in reliance on Section 5.02(c)(vii), the greater of $50,000,000 and 2.0% of Consolidated Net Tangible Assets (as measured at the Notestime of incurrence of such Debt); and (kxv) additional unsecured Debt in [intentionally omitted]; (xvi) an aggregate amount of up to $25,000,000 of Debt at any one time outstanding not exceeding $25,000,000.constituting obligations with respect to letters of credit issued, or surety bonds

Debt. Neither the Company No Credit Party shall, nor shall it permit any of its Subsidiaries shall directly or indirectly to, create, assume, incur, assume suffer to exist, or otherwise in any manner become liable, directly, indirectly, or remain directly or indirectly liable with contingently in respect to of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) the Secured Obligations; (b) Permitted Existing intercompany Debt and Permitted Refinancing Debtincurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that, if applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of obligations secured by Customary Permitted Liensits Oil and Gas Properties; (d) Debt constituting Contingent Obligations permitted by Section 10.5purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $2,000,000 at any time; provided no Credit Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary Hedging Arrangements to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does extent not exceed the Permitted Foreign Subsidiary Investment Amount at any timeprohibited under Section 6.15; (f) Debt in respect the form of Hedging Obligations permitted under Section 10.15accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, as presently conducted, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) secured or unsecured purchase money Debt consisting of take-or-pay obligations under the RockPile Agreement; provided that the RockPile Agreement shall not be amended in any way that adversely affects the Borrower, including (including Capital Leasesi) incurred to increase the amount due to RockPile upon a cancellation of the RockPile Agreement by the Company Borrower or any of its Subsidiaries after (ii) to extend the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower tenor of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”)RockPile Agreement; (h) Debt with respect to suretyconsisting of take-or-pay obligations under the Caliber Agreements; provided that the Caliber Agreements shall not be amended in any way that adversely affects the Borrower, appeal and performance bonds obtained including increasing any amounts owed by the Company Borrower thereunder or any extension of its Subsidiaries in the ordinary course of businessterm thereunder; (i) Debt incurred by consisting of senior unsecured notes issuances (the Company “Permitted Notes”); provided that: (i) the Borrower is in pro forma compliance with Sections 6.16 and 6.17 after giving effect to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such issuance; (ii) such Debt is unsecured andnot secured by any Lien; (iii) no principal amount of such Debt matures earlier than six months after the Maturity Date; (iv) no Default or Event of Default is occurring at the time of, if in excess of $15,000,000 or would occur as a result of, any such issuance; (v) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the aggregate, is subordinated Credit Documents; (vi) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (vii) upon the issuance of any such Debt, on terms reasonably acceptable to the Required Holders;Borrowing Base shall be automatically reduced in accordance with Section 2.2(e); and (j) Debt incurred by the Company pursuant to this Agreement and the Notes; and (k) additional unsecured Debt in an not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $1,000,000 at any time outstanding not exceeding $25,000,000time.

Debt. Neither the The Company nor will not, and will not permit any of its Subsidiaries shall directly or indirectly Restricted Subsidiary to, create, incur, assume assume, or otherwise become permit or remain directly or indirectly liable with respect suffer to exist, any Debt, exceptDebt other than the following: (a) Debt arising under this Agreement and the Secured Obligationsother Note Purchase Agreements, including Debt evidenced by the Amended Notes; (b) Permitted Debt existing or arising under the Credit Agreement, the Existing Debt Reimbursement Agreements, the 1993 Notes and Permitted Refinancing Debt;the other Transaction Documents; or (c) other Debt existing on the Effective Date and described in respect Part 2.2(b) of obligations secured by Customary Permitted LiensAnnex 3 to the Waiver and Second Amendment; (d) Debt constituting Contingent Obligations permitted extending the maturity of, or refunding, refinancing or replacing, in whole or in part, any Debt of the Company or any Restricted Subsidiary described in the immediately preceding clauses (a) through (c) above on terms no more restrictive in the aggregate (as reasonably determined by Section 10.5the Majority Holders) to the Company or such Restricted Subsidiary, as applicable, than the terms of the Debt so extended, refunded, refinanced or replaced, and in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing, replacement or extension; (e) Debt arising from intercompany loans and advances (a) from any of a Restricted Subsidiary owing to the Company or any wholly-owned to another Restricted Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any timea Guarantor; (f) Debt in respect of Hedging Obligations Capitalized Lease obligations secured as permitted under Section 10.158.17(a)(xi) and Debt secured by Purchase Money Liens permitted under Section 8.17(a)(vii); provided that the aggregate outstanding principal amount of all such Debt does not exceed Thirty-five Million Dollars ($35,000,000) at any time; (g) Debt of a Person secured by real property or unsecured purchase money Debt (including Capital Leases) incurred of a Person represented by an industrial revenue bond financing, in each case where such Person becomes a Restricted Subsidiary of the Company or any of its Subsidiaries after is merged with or into the date hereof to finance the acquisition of fixed assets Company or a then-existing Restricted Subsidiary, so long as such Debt was not incurred in conjunction with a Permitted Acquisition, if (1) at the time anticipation of such incurrence, no Event of Default Person becoming a Restricted Subsidiary or Default has occurred and is continuing merging with the Company or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”);Restricted Subsidiary; and (h) Debt with respect to surety, appeal that is unsecured Debt and performance bonds obtained by the Company or that is not otherwise permitted under any of its Subsidiaries in the ordinary course of business; preceding clauses (ia) Debt incurred by the Company to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders; through (jg) Debt incurred by the Company pursuant to this Agreement and the Notes; and (k) additional unsecured Debt in an aggregate amount not to exceed Twenty-Five Million Dollars ($25,000,000) at any time outstanding not exceeding $25,000,000outstanding.

Debt. Neither the Company nor any of its Subsidiaries shall directly or indirectly createCreate, incur, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except: (a) Debt under the Secured ObligationsLoan Documents; (b) Permitted Existing Debt outstanding on the date hereof and Permitted Refinancing listed on Schedule 7.03 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; (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or Lenders than the terms of any agreement or instrument governing the Debt being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Debt does not exceed the then applicable market interest rate; and (iii) no purchase money Debt nor Attributable Debt listed on such Schedule 7.03 may be refinanced or refunded; (ci) Debt Guarantees by Borrower or any Subsidiary Guarantor in respect of obligations secured by Customary Permitted Liens; (d) Debt constituting Contingent Obligations otherwise permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary to the Company hereunder of Borrower or any wholly-owned Subsidiary Guarantor; and (ii) Guarantees by a Subsidiary that is not a Guarantor in respect of Debt otherwise permitted hereunder of any other Subsidiary that is not a Guarantor; (d) obligations (contingent or otherwise) of Borrower or any Subsidiary thereof existing or arising under any Swap Contract; provided that: (bi) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the Company defaulting party; (e) existing secured or unsecured Debt of an Acquiree incurred in connection with an Acquisition otherwise permitted under Section 7.02(e) (which, if secured, satisfies the conditions set forth in Section 7.01(p)), together with any refinancings thereof satisfying the requirements specified in the provisos to any wholly-owned Domestic Incorporated Subsidiary or (cSections 7.03(b) from the Company to any wholly-owned Foreign Incorporated Subsidiaryand 7.01(p); provided, provided that if the Company is the obligor on such Debt, such Debt is not created in contemplation of or in connection with such Acquisition or such Person becoming a Subsidiary, as the case may be; (ii) if such Debt is in an aggregate outstanding amount exceeding $1,000,000.00, a Responsible Officer of Borrower shall deliver a certificate to Administrative Agent and Lenders detailing that, after giving effect thereto, the Borrower shall be expressly subordinate to in pro forma compliance with all financial covenants set forth in Section 6.12, and (iii) the payment in full in cash of the Secured Obligations; provided, further, that the aggregate principal amount of all Foreign Subsidiary Investments does secured Debt under this Section 7.03(e) plus the principal amount of all Debt under Section 7.03(f) shall not exceed the Permitted Foreign Subsidiary Investment Amount $10,000,000.00 outstanding at any timetime in the aggregate; (f) Subject to Section 7.07, (x) Debt in respect of Hedging Obligations permitted capital leases and purchase money obligations for fixed or capital assets and (y) Debt under the IBM Credit Agreement, in each case within the limitations set forth in Section 7.01(m); provided that (i) the principal amount of all such Debt plus the principal amount of all secured Debt incurred under Section 10.157.03(e) shall not exceed $10,000,000.00 outstanding at any time in the aggregate, and (ii) any borrowings under the IBM Credit Agreement that have been outstanding for less than sixty (60) days shall not be included for purposes of the $10,000,000.00 cap set forth herein or in Section 7.03(e); (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Subordinated Debt”); (h) Debt resulting from Investments described in and in compliance with respect to surety, appeal and Section 7.02(d); (i) performance bonds obtained by and surety bonds (exclusive of obligations for the Company or any payment of its Subsidiaries borrowed money) incurred in the ordinary course of business; (i) Debt incurred by the Company to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) Debt incurred by any Foreign Subsidiary that is non-recourse as to any Loan Party; provided that the Company pursuant to this Agreement and the Notes; and (k) additional unsecured aggregate principal amount of any such Debt in an aggregate amount outstanding at any time outstanding not exceeding $25,000,000.pursuant to this

Debt. Neither the Company nor any of its Subsidiaries shall directly or indirectly The Borrower will not create, incur, assume or otherwise become suffer to exist, or remain directly permit any Subsidiary to create, incur, assume or indirectly liable with respect suffer to exist, any Debt, exceptDebt other than the following: (ai) Debt under the Secured ObligationsCredit Documents; (bii) Permitted Existing Debt existing on the date of this Agreement and Permitted Refinancing Debtdescribed in Schedule 5.2(a); (ciii) Debt Capitalized Leases incurred after the Closing Date not to exceed $5,000,000 in respect of obligations secured by Customary Permitted Liensaggregate principal amount at any time outstanding; (div) Debt constituting Contingent Obligations permitted by Section 10.5the endorsement of negotiable instruments for deposit or collection in the ordinary course of the Borrower's business as currently conducted; (ev) nonrecourse Debt arising from intercompany loans and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets Closing Date and secured by one or in conjunction with a Permitted Acquisitionmore Owned Properties, if provided that (1A) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrencebe caused thereby, (2B) the Borrower complies with the terms of this Agreement, including Sections 2.8 and 5.1(a), in connection with the incurrence of such Debt and (C) simultaneously with the closing of each such incurrence of Debt to be secured by one or more Owned Properties that constitute Collateral (or that would constitute Collateral but for the fact that there is no Lien on such Owned Properties in favor of the Administrative Agent although required by the terms of this Agreement), the Borrower delivers a Collateral Valuation Certificate to the Lenders, duly executed by an Authorized Officer, demonstrating that the ratio of the Collateral Value to the Aggregate Commitment will be at least 1.82 to 1.00 after giving effect to such incurrence of Debt; (vi) Subordinated Debt incurred after the Closing Date, provided that (A) no Default has a scheduled maturity occurred and is continuing or would be caused thereby and (B) the Borrower complies with the terms of this Agreement, including Sections 2.8 and 5.1(a), in connection with the incurrence of such Debt; (vii) Debt under Hedge Agreements that hedge interest payable in respect of an aggregate principal amount not due on demand, (3) such Debt does not to exceed the lower sum of (A) the aggregate principal amount of all outstanding Debt of the fair market value or the cost of the applicable fixed assets Borrower and its Subsidiaries (other than Debt hereunder) that is secured by a Lien on the date acquired, real property plus (4B) such Debt does not exceed $30,000,000 in the aggregate principal amount of all outstanding at any time, and Advances; (5viii) any Lien securing such Debt is permitted under incurred by a Subsidiary as a result of its position as a general partner in a limited partnership that has borrowed amounts from the Borrower pursuant to Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”5.2(f)(vii)(B); (hix) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries in the ordinary course of business;business between the Borrower and any Subsidiary or between two Subsidiaries, provided that the amount of such Debt owing to the Borrower or any Guarantor by Subsidiaries that are not Guarantors shall not exceed $1,000,000 in aggregate principal amount at any time outstanding; and (ix) Debt incurred by the Company that constitutes an extension or refinancing of any Debt referred to the seller in any Permitted Acquisition as part of the consideration thereforabove, provided that such Debt is unsecured and, if extension or refinancing does not result in excess of $15,000,000 an increase in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) Debt incurred by the Company pursuant to this Agreement and the Notes; and (k) additional unsecured Debt in an aggregate principal amount at any time outstanding not exceeding $25,000,000of such Debt.

Debt. Neither the Company nor any of its Subsidiaries shall directly or indirectly createCreate, incur, assume guarantee or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except: (a) the Secured Obligations; (b) Permitted Existing Debt outstanding on the Original Agreement Closing Date and Permitted Refinancing Debtlisted on Schedule 10.2.3; (c) Debt consisting of unsecured intercompany loans among Parent and any Subsidiary or unsecured guarantees of Parent or any Subsidiary in respect of obligations secured by Customary Permitted LiensDebt of Parent or any Subsidiary so long as, in each case, the corresponding Investment is permitted under Section 10.2.2; (d) Debt constituting Contingent Obligations permitted of Parent or any Subsidiary existing or arising under any Hedging Agreement, provided that such Hedging Agreement was entered into by Section 10.5such Person to hedge risks arising in the Ordinary Course of Business and not for speculative purposes; (e) Debt arising from intercompany loans in respect of Capital Leases, Off-Balance Sheet Liabilities and advances (a) from any Subsidiary to the Company purchase money obligations for fixed or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiarycapital assets; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, furtherhowever, that the aggregate amount of all Foreign such Debt at any one time outstanding shall not exceed $25,000,000; (f) Debt that is in existence when a Person becomes a Subsidiary Investments or that is secured by an asset when acquired by a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $25,000,000 in the Permitted Foreign Subsidiary Investment Amount aggregate at any time; (fg) Debt of any wholly owned Subsidiary to Parent or another wholly owned Subsidiary constituting the purchase price in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any intercompany transfers of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred goods and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 services made in the aggregate outstanding at any time, Ordinary Course of Business to the extent otherwise permitted by Section 10.2.8 and (5) any Lien securing such not constituting Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”)for borrowed money; (h) Debt with respect to surety, appeal and performance bonds obtained by the Company of Parent or any Subsidiary in connection with guaranties resulting from endorsement of its Subsidiaries negotiable instruments in the ordinary course Ordinary Course of businessBusiness; (i) Debt incurred by on account of surety bonds and appeal bonds in connection with the Company to the seller enforcement of rights or claims of Parent or its Subsidiaries or in any Permitted Acquisition as part connection with judgments not resulting in an Event of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required HoldersDefault under Section 11.1(g); (j) any refinancings, refundings, renewals or extensions of Debt incurred by the Company permitted pursuant to this Agreement Sections 10.2.3(b) and (e); 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) Debt subordinated to the Obligations is not refinanced except on subordination terms at least as favorable to Agent and the NotesLenders and no more restrictive on Parent and its Subsidiaries than the subordinated Debt being refinanced; (k) Bank Product Debt (other than Debt arising under Hedging Agreements); (l) Debt that is not included in any of the preceding clauses of this Section, is not secured by a Lien, or is secured by a lien permitted by Section 10.2.1(n), and does not exceed $50,000,000 in the aggregate at any time; (m) other Debt that is not included in any of the preceding clauses of this Section so long as such Debt: (i) is not secured by a Lien, (ii) has a maturity date that is at least 6 months after the Facility Termination Date, and (iii) does not have scheduled amortization in excess of 10% per year; and (kn) additional unsecured Debt to the Person, or the beneficial holders of Equity Interests in an the Person, whose assets or Equity Interests are acquired in a Permitted Acquisition where such Debt (i) is payable in full no sooner than three years from the date of such Acquisition, (ii) is repayable in installments of no more than one-third of the initial amount in any year after the date of such Permitted Acquisition, (iii) bears interest and fees that are consistent with then available market rates for such Debt, (iv) is not secured by a Lien and (v) does not exceed (together with all other Debt incurred under this clause (n)) $25,000,000 in the aggregate amount at any time outstanding not exceeding $25,000,000time.

Debt. Neither the Company nor Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries shall directly or indirectly to create, incur, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist, any Debt, except: (ai) Debt under the Secured ObligationsLoan Documents; (bii) Permitted (A) Capitalized Leases, and (B) purchase money Debt incurred by the Borrower or any Restricted Subsidiary to finance the acquisition, lease, construction, repair, replacement or improvement of any fixed or capital assets; provided that (x) (i) such Debt is incurred concurrently with or no later than 270 days after the applicable acquisition, lease, construction, repair, replacement or improvement, and (y) the aggregate amount of Debt incurred pursuant to this clause (ii) shall not exceed the greater of (1) $25,000,000 and (2) 21.0% of EBITDA for the most recently completed Measurement Period$30,000,000 at any one time outstanding; (iii) any Existing Debt and any Permitted Refinancing Debt in respect of such Existing Debt; (civ) Debt in respect of obligations secured by Customary Permitted LiensHedge Agreements designed to hedge against fluctuations in interest rates, commodity prices or currency exchange rates incurred in the ordinary course of business and consistent with prudent business practice; (dv) Debt constituting Contingent Obligations owed to the Borrower or any Subsidiary of the Borrower, which Debt shall be otherwise permitted under the provisions of Section 5.02(f); (vi) To the extent it constitutes Debt, Debt incurred by the Borrower or any of its Restricted Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Borrower or any such Restricted Subsidiary pursuant to such agreements, in connection with acquisitions permitted by Section 10.5; (e5.02(f) or Transfers permitted by Section 5.02(e); provided that, in respect of any Debt arising from intercompany loans and advances (a) from any Subsidiary incurred hereunder pursuant to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debtagreements providing for indemnification in connection with Transfers permitted by Section 5.02(e), such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any timeamount of net cash proceeds received from such Transfers; (fvii) Debt in respect which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal, completion guarantees, export or import indemnities, customs and revenue bonds or similar instruments, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 Loan Party in the aggregate outstanding at ordinary course of business, including guarantees or obligations of any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt Loan Party with respect to suretyletters of credit supporting such bid, appeal performance or surety bonds, workers’ compensation claims, self-insurance obligations and performance bonds obtained by the Company bankers acceptances (in each case other than for an obligation for money borrowed) or any of its Subsidiaries similar obligations incurred in the ordinary course of business; (iviii) Debt of the Loan Parties incurred by under the Company to the seller in ABL Loan Documents (and any Permitted Acquisition as part of Refinancing Debt in respect thereof) in an aggregate principal amount not to exceed the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in amount permitted under the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required HoldersABL Intercreditor Agreement; (jix) Debt incurred of aany Restricted Subsidiary outstanding on the date such Restricted Subsidiary was acquired by the Company Borrower or any of its Subsidiaries or assumed in connection with the acquisition of assets from a Person (other than Debt incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to this Agreement which such Restricted Subsidiary became a Subsidiary of the Borrower or was otherwise acquired by the Borrower) in an acquisition permitted by Section 5.02(f) in an aggregate principal amount not to exceed $5,000,00011,500,000 at any time outstanding; (x) Debt consisting of the deferred purchase price of acquisitions permitted under Section 5.02(f); (xi) other unsecured Debt of the Borrower and its Restricted Subsidiaries in an unlimited amount so long as the Payment Conditions are satisfied and the NotesLeverage Ratio, as calculated on a pro forma basis after giving effect to the incurrence of such Debt, is less than or equal to 3.00:1.00; (xii) [intentionally omitted]Debt of any Restricted Subsidiary that is not a Loan Party in an aggregate principal amount not to exceed $11,500,000 at any time outstanding; (xiii) Guaranteed Debt of any Loan Party in respect of Debt otherwise permitted under or not prohibited by this Section 5.02 (other than Debt permitted under Section 5.02(f)(xii)); (xiv) Debt arising in connection with endorsement of instruments for collection or deposit in the ordinary course of business; (xv) [intentionally omitted]; (xvi) Debt consisting of deferred purchase price or notes issued to officers, directors and employees to purchase equity interests (or options or warrants or similar instruments) of Parent (or any direct or indirect holding company of Parent) in an aggregate amount not to exceed the greater of (1) $2,500,000 and (2) 2.0% of EBITDA for the most recently completed Measurement Period$3,500,000 outstanding at any time; and (kxvii) additional unsecured Debt incurred in connection with the financing of insurance premiums in an amount not to exceed the annual premiums in respect thereof at any one time outstanding; and (xviii) Debt in an aggregate principal amount at any time outstanding not exceeding to exceed $25,000,00020,000,000.

Debt. Neither the Company nor any of its Subsidiaries shall directly or indirectly createCreate, incur, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except: (a) Debt under the Secured ObligationsLoan Documents; (b) Permitted Existing Debt existing on the date hereof and Permitted Refinancing set forth in Schedule 7.03 and no extensions, renewals, refinancings and replacements of any such Debt; (c) Debt in respect of obligations secured by Customary Permitted Liens[intentionally omitted]; (d) Debt constituting Contingent Obligations permitted by Section 10.5[intentionally omitted]; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time[intentionally omitted]; (f) Debt in respect of: (i) capital leases; (ii) Synthetic Lease Obligations; and (iii) purchase money obligations for the purpose of Hedging Obligations financing (or refinancing) all or any part of the purchase price or cost of construction or improvement of property (real or personal), plant or equipment used in the business of the Borrower or such Subsidiary that, added to all other Debt permitted under Section 10.15pursuant to this clause (f) and then outstanding will not exceed (A) $500,000, so long as such Debt is incurred or issued at the date of such purchase, or completion of such construction or improvement, or within 270 days thereafter, plus (B) the amount of any fees and expenses incurred in connection with any financing transaction or refinancing; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or under any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or Third Party Financing permitted in conjunction accordance with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”)10.19; (h) Debt with in respect to suretyof: (i) workers’ compensation claims or obligations in respect of health, disability or other employee benefits; (ii) property, casualty or liability insurance or self insurance; (iii) completion, bid, performance, appeal and performance or surety bonds obtained by issued for the Company account of the Borrower or any Subsidiary thereof; or (iv) bank guarantees, letters of its Subsidiaries credit, bankers’ acceptances and other similar obligations not constituting Debt for borrowed money; in each of the foregoing cases, to the extent incurred in the ordinary course of business; (i) intercompany Debt of the Borrower or any Subsidiary thereof owing to and held by the Borrower or any Subsidiary thereof; provided that (i) if the Borrower or any Subsidiary of the Borrower that is a Subsidiary Guarantor is the obligor on such Debt and any Subsidiary of the Borrower (other than a Subsidiary of the Borrower that is a Subsidiary Guarantor) is the obligee thereof, such Debt must be acceptable to the Administrative Agent in its Permitted Discretion and also be unsecured and expressly subordinated to the prior Discharge of Secured Obligations and the prior satisfaction of all Obligations (including, with respect to any Subsidiary of the Borrower that is a Subsidiary Guarantor, its obligations under Section 10.14), and (ii) Debt owed to the Borrower or any Subsidiary of the Borrower that is a Subsidiary Guarantor must be evidenced by an unsubordinated promissory note pledged to the Administrative Agent under the applicable Collateral Document; (i) the Frontier Indebtedness outstanding on the Closing Date, and interest accruing thereon; provided that such Frontier Indebtedness is subordinated in right of payment to the Obligations as and to the extent provided in the Frontier Subordination Agreement and is at all times subject to the terms of the Frontier Subordination Agreement; and (ii) any other Permitted Subordinated Debt, but, in the case of this clause (ii), only if the issuance of such Permitted Subordinated Debt is consented to by the Administrative Agent in writing in advance in its sole and absolute discretion without any obligation to do so; (k) Debt consisting of promissory notes or similar Debt issued by the Borrower or any Subsidiary of the Borrower to current, future or former officers, directors and employees thereof, or to their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Borrower or a Subsidiary of the Borrower to the extent described in clause (p) of Section 7.02; (l) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; (m) Debt arising from agreements of the Borrower or any of its Subsidiaries providing for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, incurred in connection with the disposition of any business, assets or such Subsidiary, other than guarantees of Debt incurred by any Person acquiring all or any portion of such business, assets or such Subsidiary for the Company to the seller in any Permitted Acquisition as part purpose of the consideration therefor, financing such acquisition; provided that the maximum aggregate liability in respect of all such Debt is unsecured and, if in excess of $15,000,000 in shall at no time exceed the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) Debt incurred gross proceeds actually received by the Company pursuant to this Agreement and the NotesBorrower or such Subsidiary in connection with such disposition; and (kn) additional unsecured Debt arising under bonds issued by the Borrower or any Subsidiary of the Borrower solely in an aggregate amount at any time outstanding not exceeding $25,000,000connection with obtaining and maintaining its lending licensing requirements with applicable Governmental Authorities in the United States in the ordinary course of its business.

Debt. Neither the Company The Borrower will not, nor will it permit any of its Subsidiaries shall directly or indirectly Subsidiary to, create, incur, assume incur or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except: (ai) Debt of the Secured ObligationsBorrower under the Loan Documents; (bii) Permitted Existing Debt and Permitted Refinancing Debtin existence on the date hereof, as set forth on Schedule 3; (ciii) trade Debt in respect of obligations secured by Customary Permitted Liens; (d) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries in the ordinary course of business; (iiv) Debt incurred by to refinance all or a portion of the Company Loans and/or Letters of Credit as long as all proceeds are used to repay the Loans (or apply as cash collateral for outstanding Letters of Credit), the Debt is not senior or PARI PASSU in any way to the seller in any Permitted Acquisition as part Loans or the Letters of the consideration therefor, provided that Credit remaining outstanding and such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated does not mature prior to the Secured Obligations, on terms reasonably acceptable to the Required Holdersmaturity of Loans and/or Letters of Credit remaining outstanding; (jv) Debt incurred secured by the Company Liens permitted pursuant to this Agreement Section 8.8; (vi) Contingent Liabilities incurred in the ordinary course of the Borrower's business which does not exceed an aggregate principal amount of $3,000,000 at any one time outstanding; (vii) Debt and capital lease obligations for the Notespurpose of acquiring or financing the acquisition of fixed or capital assets permitted hereunder; (viii) Debt under operating leases for real or personal property used in the Borrower's business as presently conducted; (ix) The endorsement of negotiable instruments for deposit or collection in the ordinary course of the Borrower's business or presently conducted; and (kx) additional unsecured Debt in owed by a Subsidiary to the Borrower or by the Borrower to a Subsidiary which does not exceed an aggregate principal amount of $3,000,000 at any one time outstanding not exceeding $25,000,000outstanding.

Debt. Neither Holdings and the Company nor Borrower shall not, and shall not permit any of its Subsidiaries shall directly or indirectly to, create, incur, assume assume, permit to exist or otherwise become maintain any Debt or remain directly or indirectly liable with respect to any Contingent Obligation, other than the following Debt (collectively, “Permitted Debt, except:”): (a) Debt of Holdings and any of its Subsidiaries under the Secured ObligationsLoan Documents; (b) Permitted Existing (i) Debt described on Schedule 8.12 (it being understood and Permitted agreed that any such Debt that is repaid shall not be reborrowed) and any Refinancing DebtDebt thereof and (ii) any intercompany Debt outstanding on the Closing Date; (c) Capital Leases and purchase money Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any equipment acquired after the Closing Date (as defined in respect Article 9 of obligations secured by Customary Permitted Liensthe UCC) held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise); provided that, (x) at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of Holdings and its Subsidiaries, shall not exceed the greater of (A) $25,000,000 and (B) 5.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence) and (y) no further financings and/or Refinancings of such Debt shall be permitted following the initial acquisition of the equipment; (d) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary to the Company endorsements for collection or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provideddeposit, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries either case in the ordinary course of business; (ie) Debt incurred by the Company to the seller in any Permitted Acquisition as part of the consideration thereforunder Hedge Agreements, provided that such Debt is unsecured and, if Hedge Agreements are entered into by a Borrower or Subsidiary of Holdings (x) solely to hedge fluctuations in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) Debt incurred by the Company pursuant to interest rates under this Credit Agreement and the Notes; and usage of gas, diesel and electricity and (ky) additional unsecured Debt in an aggregate amount at any time outstanding not exceeding $25,000,000.for speculative purposes;

Debt. Neither the Company nor The Borrower shall not, and shall not permit any of its Restricted Subsidiaries shall directly to, incur or indirectly create, incur, assume or otherwise become or remain directly or indirectly liable with respect to maintain any Debt, except:other than the following Debt (collectively, “Permitted Debt”): (a) Debt of the Secured ObligationsBorrower and any of its Restricted Subsidiaries under the Loan Documents (including pursuant to Sections 2.6 and 2.7); (b) Permitted Existing Debt (i) described on Schedule 8.12 and Permitted any Refinancing DebtDebt in respect thereof and (ii) that is intercompany Debt outstanding on the Agreement Date; (i) Capital Leases and purchase money Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any Equipment held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise) and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that, at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of the Borrower as at the last day of the Test Period ended on or prior to the date that such Debt in respect was incurred shall not exceed the greater of obligations secured by Customary Permitted Liens(x) $50,000,000 and (y) 9.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (d) Debt constituting Contingent Obligations of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or another Restricted Subsidiary that is not an Obligor, (B) any Restricted Subsidiary that is not an Obligor owing to Holdings or any Obligor; provided that the aggregate amount of Debt incurred under this clause (d)(B) is permitted by to be incurred as an Investment pursuant to Section 10.58.11 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 arising from intercompany loans and advances (a) from any Subsidiary to the Company incurred under Hedge Agreements entered into by a Borrower or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Restricted Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt Guaranties by the Borrower and its Restricted Subsidiaries in respect of Hedging Obligations Debt of the Borrower or any Restricted Subsidiary otherwise permitted under Section 10.15this Agreement; provided that (i) if the Debt being guaranteed is Subordinated Debt, such Guaranties shall be subordinated in right of payment to the Guaranty of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Subordinated Debt and (ii) no Guaranty by any Restricted Subsidiary of any Debt of an Obligor shall be permitted unless such Restricted Subsidiary shall have also provided a Guaranty of the Obligations; (gi) secured Debt arising from the honoring by a bank or unsecured purchase money Debt (including Capital Leases) incurred by the Company other financial institution of a check, draft or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing similar instrument drawn against insufficient funds; provided that such Debt is permitted under Section 10.3 extinguished within five Business Days of its incurrence and (such Debt being referred to herein as “Permitted Purchase Money Debt”)ii) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased or rented in the ordinary course of business; (h) Debt with of any Obligor owing to any other Obligor; (i) Debt of any Obligor or Restricted Subsidiary in respect to suretyof (i) performance bonds, completion guarantees, surety bonds, appeal and performance bonds obtained bonds, bid bonds, bankers’ acceptances, warehouse receipts, letters of credit or other similar bonds, instruments or obligations, in each case provided in the ordinary course of business, including Debt evidenced by letters of credit issued in the Company ordinary course of business to support the insurance or self insurance (to the extent such self insurance is permitted hereunder) obligations of any Obligor or any of its Restricted Subsidiaries (including to secure workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations), but excluding any of the foregoing issued in respect of or to secure Debt for Borrowed Money; (ii) Debt owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty, liability, or other insurance to any Obligor or any of its Restricted Subsidiaries, so long as the amount of such Debt is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Debt is incurred and such Debt is outstanding only during such year, (iii) Cash Management Obligations and other Debt in respect of netting services, ACH arrangements, overdraft protection and other arrangements arising under standard business terms of any bank at which any Obligor or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or in connection with Deposit Accounts incurred in the ordinary course or (iv) Debt consisting of accommodation Guaranties for the benefit of trade creditors of any Obligor or any Subsidiary issued by such obligor or Subsidiary in the ordinary course of business; (j) other Debt incurred under this clause (j) and then outstanding in an aggregate principal amount, measured at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, not to exceed the greater of (x) $25,000,000 and (y) 4.5% of Consolidated Total Assets as of the last day of the Test Period most recently ended on or prior to the date such Debt was incurred (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (k) Debt (x) representing deferred compensation, severance and health and welfare retirement benefits to current and former employees, directors, consultants, partners, members, contract providers, independent contractors or other service providers of Holdings (or any Parent Entity thereof), the Borrower and the Restricted Subsidiaries incurred in the ordinary course of business or (y) consisting of indemnities, obligations in respect of earnouts or other purchase price adjustments, or similar obligations created, incurred or assumed in connection with Permitted Acquisitions, other Investments and the Disposition of any business, assets or Stock permitted hereunder, other than Guaranties incurred by any Person acquiring all or any portion of such business, assets or Stock for the purpose of financing such acquisition; (l) Debt consisting of (x) obligations of Holdings (or any Parent Entity thereof), the Borrower or the Restricted Subsidiaries under deferred compensation arrangements to their employees, directors, partners, members, consultants, independent contractors or other service providers, (y) other similar arrangements incurred by such Persons in connection with Permitted Acquisitions or (z) any other Investment permitted under Section 8.11; (m) Debt consisting of promissory notes issued by the Borrower or its Restricted Subsidiaries to their current or former officers, directors, partners, members, and employees and their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees to finance the retirement, acquisition, repurchase, purchase or redemption of Stock of Holdings (or any Parent Entity or the Borrower) in each case permitted by Section 8.10; (n) Debt consisting of (i) the financing of insurance premiums or (ii) take or pay obligations entered into in the ordinary course of business; (i) Debt incurred by an Obligor or any of its Restricted Subsidiaries pursuant to transactions permitted under Section 8.18 and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that the Company aggregate amount of Debt incurred under this clause (o) shall not exceed the greater of (x) $25,000,000 and (y) 4.5% of Consolidated Total Assets as of the last day of the Test Period most recently ended on or prior to the seller in any Permitted Acquisition date such Debt was incurred (measured as part of the consideration therefordate such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (p) Debt of any Restricted Subsidiary that is not an Obligor incurred under this clause (p); provided that (i) such Debt is not guaranteed by Holdings or any Obligor, (ii) the holder of such Debt does not have, directly or indirectly, any recourse to any Obligor, whether by reason of representations or warranties, agreement of the parties, operation of law or otherwise, (iii) such Debt is not secured by any assets other than assets of such Restricted Subsidiary and its Subsidiaries and (iv) the aggregate amount of Debt incurred under this clause (p) shall not exceed the greater of (x) $10,000,000 and 2.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 financials most recently delivered on or prior to such date of incurrence); (q) Debt of the Borrower or any Restricted Subsidiary; so long as (x) in the case of secured Debt, at the time of incurrence thereof and after giving Pro Forma Effect thereto and the use of proceeds thereof, the Borrower would be in compliance with a Senior Secured Net Leverage Ratio, calculated on a Pro Forma Basis as of the last date of the Test Period most recently ended on or prior to the incurrence of such secured Debt, that is no greater than 4.50:1.00 and (y) in the case of unsecured Debt, at the time of incurrence thereof and after giving Pro Forma Effect thereto and the use of proceeds thereof, the Borrower would be in compliance with a Total Net Leverage Ratio, calculated on a Pro Forma Basis as of the last date of the Test Period most recently ended on or prior to the incurrence of such unsecured Debt, that is no greater than 6.00:1.00; provided that (A) any secured Debt incurred pursuant to clause (x) hereof may only be secured by a first priority security interest in the Fixed Asset Collateral and any fee-owned real property and/or a second priority security interest in the Current Asset Collateral and (B) the holder of such Debt (or an agent or representative in respect thereof) shall have entered into the Intercreditor Agreement or another customary intercreditor agreement in form and substance reasonably satisfactory to the Collateral Agent and the Borrower; (r) [reserved]; (s) Guaranties incurred in the ordinary course of business in respect of obligations to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners; (i) unsecured Debt in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such Debt is unsecured and, if obligations are incurred in excess of $15,000,000 connection with open accounts extended by suppliers on customary trade terms in the aggregate, is subordinated to ordinary course of business and not in connection with the Secured Obligations, on terms reasonably acceptable to borrowing of money and (ii) unsecured Debt in respect of intercompany obligations of the Required HoldersBorrower 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; (ju) Debt incurred arising from the taking of deposits by the Company pursuant to this Agreement and the Notesa Restricted Subsidiary that constitutes a regulated bank; and (kv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional unsecured or contingent interest on obligations described in clauses (a) through (u) above. For purposes of determining compliance with this Section 8.12, in the event that an item of Debt meets the criteria of more than one of the types of Debt described in the above clauses, the Borrower, in its sole discretion, may classify and reclassify or later divide, classify or reclassify such item of Debt (or any portion thereof) and will only be required to include the amount and type of such Debt in one or 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 aggregate amount at any time outstanding not exceeding $25,000,000incurrence of Debt for purposes of this Section 8.12.

Debt. Neither the Company nor any of its Subsidiaries shall directly or indirectly createCreate, incur, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except: (a) Debt under the Secured ObligationsLoan Documents; (b) Permitted Existing Debt outstanding on the date hereof and Permitted Refinancing listed on the Disclosure Schedule, and any refinancings, refundings, renewals or extensions thereof; provided that: (i) the amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or Lender than the terms of any agreement or instrument governing the Debt being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Debt does not exceed the then applicable market interest rate; (c) Guarantees by a Loan Party or any Subsidiary thereof of Debt in respect otherwise permitted hereunder of obligations secured by Customary Permitted LiensLoan Parties or any wholly-owned Subsidiary thereof; provided that the aggregate outstanding amount of all such Guarantees shall not at any time exceed $500,000; (d) Debt constituting Contingent Obligations permitted by in respect of: (i) capital leases; and (ii) purchase money obligations for fixed or capital assets within the limitations set forth in Section 10.57.01(j) and Section 7.01(l); (e) Debt arising from intercompany loans and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any timeIndebtedness; (f) Debt in respect of: (i) workers’ compensation claims or obligations in respect of Hedging Obligations permitted under Section 10.15; health, disability or other employee benefits; (gii) secured property, casualty or unsecured purchase money Debt liability insurance or self-insurance; (including Capital Leasesiii) incurred by completion, bid, performance, appeal or surety bonds issued for the Company account of Loan Parties or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets Subsidiary thereof; (iv) taxes, assessments or other government charges not yet delinquent or which are being contested in conjunction compliance with a Permitted Acquisition, if Section 6.04; or (1v) at the time of such incurrence, no Event of Default or Default has occurred bankers’ acceptances and is continuing or would result from such incurrence, (2) such other similar obligations not constituting Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower for borrowed money; in each of the fair market value or foregoing cases, to the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries extent incurred in the ordinary course of business; (g) intercompany Debt of a Loan Party or any Subsidiary owing to and held by a Loan Party or any Subsidiary; provided that (i) if Loan Parties or any Guarantor is the obligor on such Debt incurred by and any Subsidiary (other than a Guarantor) is the Company obligee thereof, such Debt must be unsecured and expressly subordinated to the seller prior payment in full in cash of all Obligations (including, with respect to any Permitted Acquisition as part Guarantor, its obligations under Section 10.14), and (ii) Debt owed to Loan Parties or any Guarantor must be evidenced by an unsubordinated promissory note pledged to Lender under the applicable Collateral Document; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the consideration thereforcase of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided that such Debt is unsecured and, if promptly extinguished; (i) Debt arising in excess connection with endorsement of $15,000,000 instruments for deposit in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holdersordinary course of business; (j) Debt incurred by the Company of Loan Parties or any of their respective Subsidiaries that may be deemed to exist in connection with agreements providing for indemnification, contribution, earnouts, purchase price adjustments and payments and similar obligations (including letters of credit, surety bonds or performance bonds securing any obligations of Loan Parties or any Subsidiary pursuant to this Agreement and such agreements) in connection with Dispositions otherwise permitted hereunder; (k) Debt of Loan Parties or any of their respective Subsidiaries arising from customary cash management services or in connection with any automated clearinghouse transfer of funds in the Notesordinary course of business; (l) Debt of Borrower owed to Seller under the Acquisition Agreement; and (km) additional unsecured Debt of Parent and its Subsidiaries, in an aggregate outstanding face amount not to exceed at any time outstanding not exceeding $25,000,000500,000, arising under or in respect of letters of credit that secure obligations under real property leases and subleases. In addition, neither Parent nor any of their Subsidiaries shall maintain any Collateral Account other than in accordance with the provisions of Section 6.12.

Debt. Neither the (a) The Company nor shall not, and shall not permit any of its the Subsidiaries shall to, directly or indirectly indirectly, create, incur, assume assume, guaranty, or otherwise become or remain directly or indirectly liable with respect to to, any Debt, except:, subject to Section 5.2(b): (ai) the Secured Obligations; , Funding Gap Financing and Exchange Debt (b) Permitted Existing Debt and any Permitted Refinancing Debt; (c) Debt in respect of obligations secured by Customary Permitted Liensany of the foregoing), provided that the aggregate principal amount of all such Debt does not exceed [***] at any time outstanding; (dii) Existing Debt constituting Contingent Obligations permitted by Section 10.5(other than Other Pari Passu Debt or Purchase Money Debt), provided that all such Existing Debt is repaid on the Closing Date out of the proceeds of Notes issued on such date; (eiii) Purchase Money Debt (including Capitalized Leases and Attributable Debt arising out of a Sale and Leaseback Transaction) and any Permitted [*] Certain material (indicated by an asterisk) has been omitted from this document pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. Refinancing Debt in respect of any of the foregoing, provided that the aggregate outstanding principal amount of all such Debt does not exceed (A) prior to December 31, 2002, [***] and (B) after December 31, 2002, [***]; (iv) Debt arising from intercompany loans and advances of the Company under the Working Capital Facility; (av) from Intercompany Debt (i) of the Company to any Subsidiary Guarantor or (ii) of a Subsidiary to the Company or any wholly-owned a Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; providedGuarantor, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment extent otherwise permitted hereunder and in full in cash of the Secured Obligations; providedcompliance with Sections 4.10, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred 4.11 and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries in the ordinary course of business; (i) Debt incurred by the Company to the seller in any Permitted Acquisition as part of the consideration therefor5.4, provided that such Intercompany Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated evidenced by promissory notes pledged and delivered to the Collateral Agent for the benefit of the Secured Obligations, on terms reasonably acceptable to the Required HoldersParties; (jvi) Contingent Obligations of any Subsidiary Guarantor in the form of guaranties of Other Pari Passu Debt incurred by of the Company pursuant to that is otherwise permitted under this Agreement and the Notes; and (k) additional unsecured Debt in an aggregate amount at any time outstanding not exceeding $25,000,000.Section 5.2;

Debt. Neither the Company nor any of its Subsidiaries shall directly or indirectly createCreate, incur, assume or otherwise become or remain directly or indirectly liable with respect suffer to exist any Debt, except: (a) Debt under the Secured ObligationsLoan Documents; (b) Permitted Existing Debt outstanding on the date hereof and Permitted Refinancing listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that: (i) the amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or Lenders than the terms of any agreement or instrument governing the Debt being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Debt does not exceed the then applicable market interest rate; (c) Guarantees by Borrower or any Subsidiary thereof of Debt in respect (other than Debt under the Loan Documents) otherwise permitted hereunder of obligations secured by Customary Permitted LiensBorrower or any Subsidiary thereof; (d) Debt constituting Contingent Obligations permitted Swap Contracts solely to the extent such Swap Contracts: (i) are (or were) entered into by Section 10.5such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; and (ii) do not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) (i) without duplication, existing unsecured Debt, or secured to the extent permitted under Section 7.01(i), of an Acquiree outstanding at the time of the Acquisition of such Acquiree otherwise permitted under Section 7.02(e); provided that such Debt arising from intercompany loans is not created in contemplation of or in connection with such Acquisition or such Person becoming a Subsidiary, as the case may be; and advances (aii) from without duplication, unsecured Debt incurred by Borrower or any Subsidiary thereof in connection with any Acquisition otherwise permitted under Section 7.02(e), consisting of Debt owed to the Company or any wholly-owned Subsidiary or (bseller(s) from in a Permitted Acquisition representing the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on deferred purchase price for such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any timeAcquisition; (f) Debt in respect of Hedging Obligations permitted under of: (i) capital leases; (ii) Synthetic Lease Obligations; and (iii) purchase money obligations for fixed or capital assets within the limitations set forth in Section 10.157.01(n); (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Shortline Debt”); (h) Permitted Subordinated Debt; (i) Debt with subject to an Intercreditor Agreement acceptable to Administrative Agent and which is (i) a floorplan facility from CNH Capital America, LLC and (ii) floorplan facility from Agricredit Acceptance, LLC not to exceed $225 million (or a replacement thereof); (j) Debt in respect to suretyof: (i) workers’ compensation claims or obligations in respect of health, disability or other employee benefits; (ii) property, casualty or liability insurance or self-insurance; (iii) completion, bid, performance, appeal and performance or surety bonds obtained by issued for the Company account of Borrower or any Subsidiary thereof; or (iv) bankers’ acceptances and other similar obligations not constituting Debt for borrowed money; in each of its Subsidiaries the foregoing cases, to the extent incurred in the ordinary course of business; (k) Intercompany Debt of the Borrower or any Subsidiary owing to and held by the Borrower or any Subsidiary; provided that (i) if the Borrower or any Subsidiary Guarantor is the obligor on such Debt incurred by and any Subsidiary (other than a Subsidiary Guarantor) is the Company obligee thereof, such Debt must be unsecured and expressly subordinated to the seller prior payment in full in cash of all Obligations (including, with respect to any Permitted Acquisition as part Subsidiary Guarantor, its obligations under Section 10.14, and (ii) Debt owed to the Borrower or any Subsidiary Guarantor must be evidenced by an unsubordinated promissory note pledged to the Administrative Agent under the applicable Collateral Document; (l) Guarantees in connection with private label credit cards of the consideration therefor, provided that Borrower’s customers and lease residuals in an aggregate amount not to exceed $10,000,000.00; (m) Debt of any Foreign Subsidiary and unsecured guarantees by Borrower of such Debt; (n) Debt is unsecured to finance Equipment held by a Loan Party for lease or rental to others; (o) Debt consisting of Permitted Warrants or Permitted Call Options; and, if (p) Unsecured Debt not otherwise permitted under this Section 7.03 in an aggregate outstanding principal amount not in excess of $15,000,000 225,000,000; provided that (i) the incurrence or maintenance of such Debt would not otherwise result in the aggregatean Event of Default, (ii) such Debt is subordinated not scheduled to mature prior to the Secured ObligationsFloorplan Maturity Date or Working Capital Maturity Date, on terms reasonably acceptable (iii) the interest rates and payment requirements of such Debt are consistent with market terms, and (iv) the financial covenants applicable to such Debt are no more restrictive than the Required Holders; (j) Debt incurred by the Company pursuant to financial covenants set forth in Section 6.12 of this Agreement and the Notes; and (k) additional unsecured Debt in an aggregate amount at any time outstanding not exceeding $25,000,000Agreement.

Debt. Neither the Company nor The Borrower shall not, and shall not permit any of its Restricted Subsidiaries shall directly to, incur or indirectly create, incur, assume or otherwise become or remain directly or indirectly liable with respect to maintain any Debt, except:other than the following Debt (collectively, “Permitted Debt”): (a) Debt of the Secured ObligationsBorrower and any of its Restricted Subsidiaries under the Loan Documents (including pursuant to Sections 2.6 and 2.7); (b) Permitted Existing Debt (i) described on Schedule 8.12 and Permitted any Refinancing DebtDebt in respect thereof and (ii) that is intercompany Debt outstanding on the Agreement Date; (i) Capital Leases and purchase money Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any Equipment held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that, at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of the Borrower as at the last day of the Test Period ended on or prior to the date that such Debt in respect was incurred shall not exceed the greater of obligations secured by Customary Permitted Liens(x) $50,000,000 and (y) 7.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (d) Debt constituting Contingent Obligations of (A) any Restricted Subsidiary that is not an Obligor owing to another Restricted Subsidiary that is not an Obligor, (B) any of Restricted Subsidiary that is not an Obligor owing to any Obligor; provided that the aggregate amount of Debt incurred under this clause (d)(B) is permitted by to be incurred as an Investment pursuant to Section 10.58.11 or (C) any Obligor that is owing to 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 arising from intercompany loans and advances (a) from any Subsidiary to the Company incurred under Hedge Agreements entered into by a Borrower or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Restricted Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries in the ordinary course of business; (i) Debt incurred by the Company to the seller in any Permitted Acquisition as part of the consideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) Debt incurred by the Company pursuant to this Agreement and the Notes; and (k) additional unsecured Debt in an aggregate amount at any time outstanding not exceeding $25,000,000.

Debt. Neither Without the Company prior consent of the Majority Tranche B Lenders, neither Lessee, Guarantor nor any of its Subsidiaries shall directly or indirectly Subsidiary will incur, create, incur, assume or otherwise become or remain directly or indirectly liable with respect permit to exist any Debt, except: (ai) Debt (including unfunded commitments) of Lessee or Guarantor existing on the Secured Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 11, and any renewals, extensions, refinancings and modifications (but not increases) thereof; (ii) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (iii) Debt of Lessee under Hedging Agreements which are for bona fide business purposes and are not speculative; and (iv) Operating Equipment Lease Obligations; (bv) Permitted Existing other Debt of Lessee and Permitted Refinancing Debtits Domestic Subsidiaries, incurred or assumed, not to exceed $35,000,000 in the aggregate; (cvi) Debt evidenced by Capital Lease Obligations and Purchase Money Debt, provided that in respect no event shall the aggregate principal amount of obligations secured Capital Lease Obligations and Purchase Money Debt permitted by Customary Permitted Liensthis clause (vi) exceed $30,000,000 at any time outstanding; (dvii) Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt arising from intercompany loans and advances (a) from any Subsidiary with respect to surety bonds, appeal bonds or custom bonds required in the Company ordinary course of business or any wholly-owned Subsidiary in connection with the enforcement of rights or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in full in cash claims of the Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (f) Debt in respect of Hedging Obligations permitted under Section 10.15; (g) secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company Lessee or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction connection with judgments that do not result in a Permitted Acquisition, if (1) at the time of such incurrence, no Lease Default or a Lease Event of Default or Default has occurred and is continuing or would result from such incurrenceDefault, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (vii) shall not at any time, and (5) any Lien securing such Debt is permitted under Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”);time exceed $5,000,000; and (hviii) Debt with respect to surety, appeal of any Foreign Subsidiary of Lessee or Guarantor the proceeds of which Debt are used for such Foreign Subsidiary's and/or their Foreign -51- Subsidiaries' working capital and performance bonds obtained general corporate purposes ("Foreign Subsidiary Indebtedness") (ix) Debt for borrowed money assumed by the Company Lessee or any one of its Subsidiaries in the ordinary course Subsidiaries, or of business; (i) Debt incurred by the Company a Subsidiary of Lessee acquired, pursuant to an acquisition or merger permitted pursuant to the seller in any Permitted Acquisition as part terms of the consideration thereforthis Agreement, provided that such Debt is unsecured and, if in excess of shall not exceed $15,000,000 65,000,000 in the aggregateaggregate at any time and such Debt was not incurred in connection with, is subordinated to or in anticipation or contemplation of such permitted acquisition or merger; and provided further that the Secured Obligations, on terms reasonably acceptable to the Required Holders; (j) aggregate amount of Debt incurred by the Company permitted pursuant to this Agreement and clause (ix) that has a scheduled maturity date that is earlier than the Notes; and (k) additional unsecured Debt in an aggregate amount at any time outstanding Revolver shall not exceeding exceed $25,000,00030,000,000.