Common use of Debt Clause in Contracts

Debt. The Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) (i) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition. (c) Debt under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.

Debt. The Parent and the Borrower will not, and will not permit Permit any of the Restricted its Subsidiaries to, incur, create, assume to create or suffer to exist ---- any Debt, exceptDebt other than: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) (i) Debt owed to the Borrower or to a wholly owned Subsidiary of the Borrower, (ii) Debt of the Borrower's Subsidiaries existing on the Effective Date and described on Schedule 5.02(b) (the "Existing -------- Debt"), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Debt, provided that the -------- terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise not prohibited by this Agreement and provided -------- further that the principal amount of such Existing Debt shall not be ------- increased above the principal amount thereof (plus any undrawn lending commitments in respect thereof) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, (iii) Debt of the Borrower's Subsidiaries secured by Liens permitted by Section 5.02(a)(ii), (iv), (vii) or (ix) subject to any limitations set forth in such Section, (iv) unsecured Debt of the Borrower's Subsidiaries aggregating, on a Consolidated basis, at any one time outstanding, not more than $150,000,000 (or the equivalent thereof in any Foreign Currency, determined as of the date such Debt is issued or incurred), (v) Debt owed by any Subsidiary of the Borrower and its Restricted Subsidiaries existing on to the Borrower or any other Subsidiary of the Borrower, (vi) Debt ("Acquired Debt") of any Person that becomes a ------------- Subsidiary of the Borrower after the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding existing at the time such Person becomes a Subsidiary of the Borrower (other than Debt incurred in contemplation of such Permitted Acquisition Person becoming a Subsidiary of the Borrower), and any Permitted Refinancing Debt extending the maturity of, or refunding or refinancing, in whole or in part, such Acquired Debt, provided that -------- the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise not prohibited by this Agreement and provided -------- further that the principal amount of such Acquired Debt shall not be ------- increased above the principal amount thereof (plus any undrawn lending commitments in respect thereof) outstanding immediately prior to such extension, ifrefunding or refinancing, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence direct and contingent obligors therefor shall not be changed, as a result of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target or in connection with such Permitted Acquisition.extension, refunding or refinancing, (cvii) Debt under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business., (gviii) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt incurred in connection with the proceeds sale or other disposition of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred accounts receivable in the ordinary course of business.business (including Debt in connection with securitization programs), and (iix) Debt permitted by Section 8.16(b). (j) of the Borrower's wholly owned Subsidiaries incorporated after June 15, 1996 under the laws of Canada or any province thereof incurred for the purpose of lending proceeds of such Debt to other Debt not to exceed $100,000,000 in Subsidiaries of the aggregate Borrower aggregating, on a Consolidated basis, at any one time outstanding, not more than $60,000,000 (or the equivalent thereof in any Foreign Currency, determined as of the date such Debt is issued or incurred).

Debt. The Parent Holdings and the Borrower will shall not, and will shall not permit any of the its Restricted Subsidiaries to, incur, create, assume incur or suffer to exist maintain any Debt, except:other than the following Debt (collectively, “Permitted Debt”): (a) the Notes or other Indebtedness arising under the Loan Documents or Debt of Holdings and any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising its Restricted Subsidiaries under the Loan Documents.; (b) (i) Debt of the Borrower described on Schedule 8.12 (it being understood and its Restricted Subsidiaries existing on the date hereof agreed that any such Debt that is reflected in the Financial Statements repaid shall not be reborrowed) and any Permitted Refinancing Debt in respect thereof and (ii) any intercompany Debt of any Permitted Acquisition Target outstanding at on the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition.Closing Date; (ci) Debt under Capital Leases and purchase money financings Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any Equipment (as defined in Article 9 of the UCC) held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise) and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that, at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of Holdings and its Restricted Subsidiaries , shall not, when taken together with the aggregate principal amount of Debt permitted under this Section 8.12, that is secured by Liens incurred under clause (pp) of the definition of “Permitted Liens,” exceed the greater of (A) $20,000,00075,000,000 and (B) 3.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (d) Debt of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or any Restricted Subsidiary that is not an Obligor, (B) any Restricted Subsidiary that is not an Obligor owing to another Obligor; provided that the aggregate amount of Debt incurred under this clause (d)(B) is permitted to be incurred as an Investment pursuant to Section 8.11 or (C) any Obligor that is owing to Holdings or any Restricted Subsidiary that is not an Obligor; provided that the Debt incurred under this clause (d)(C) shall be subject to the Subordinated Intercompany Note; (e) Debt incurred under Hedge Agreements, provided that such Hedge Agreements are entered into by a Borrower or Restricted Subsidiary of Holdings in the ordinary course of business and not for speculative purposes; (f) Guaranties by Holdings and its Restricted Subsidiaries in respect of Debt of the Borrower or any of its Restricted Subsidiary otherwise permitted under this Agreement; provided that (i) if the Debt being guaranteed is Subordinated Debt, such Guaranties shall be subordinated in right of payment to the Guaranty of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Subordinated Debt, (ii) if the Debt being guaranteed by any Obligor is Debt of a Restricted Subsidiary that is not an Obligor, such Guaranty must be permitted to be incurred as an Investment pursuant to Section 8.11 and (iii) no Guaranty by any Restricted Subsidiary of any Debt of an Obligor shall be permitted unless such Restricted Subsidiary shall have also provided a Guaranty of the Obligations; (i) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds; provided that such Debt is extinguished within five Business Days of its incurrence and (ii) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased or rented in the ordinary course of business; (h) Debt of any Obligor owing to any other Obligor; (i) Debt of any Obligor or Restricted Subsidiary in respect of (i) performance bonds, completion guarantees, surety bonds, appeal bonds, bid bonds, other similar bonds, instruments or obligations, in each case provided in the ordinary course of business (including to secure workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations), but excluding any of the foregoing issued in respect of or to secure Debt for Borrowed Money; (ii) Debt owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty, liability, or other insurance to any Obligor or any of its Restricted Subsidiaries, so long as the amount of such Debt is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Debt is incurred and such Debt is outstanding only during such year, (iii) Cash Management Obligations and other Debt in respect of netting services, ACH arrangements, overdraft protection and other arrangements arising under standard business terms of any bank at which any Obligor or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or in connection with Deposit Accounts incurred in the ordinary course or (iv) Debt consisting of accommodation Guaranties for the benefit of trade creditors of any Obligor or any Subsidiary issued by such Obligor or Subsidiary in the ordinary course of business; (j) Debt incurred under this clause (j) and then outstanding in an aggregate principal amount, measured at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, not to 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) 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 $25,000,000 at 30,000,000 and any one time outstanding.Refinancing Debt related thereto; (dp) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. any Restricted Subsidiary that is not an Obligor incurred under this clause (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(fp); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to guaranteed by any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any)Obligor, (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance holder of such Senior NotesDebt 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 Senior Notes or Permitted Refinancing Debt, as applicable, does Debt is not have secured by any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, 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 Senior Notes Debt was incurred based upon the Section 6.2 Financials most recently delivered on or Permitted 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 does thereof not mature sooner than prohibited by the date that is one hundred eighty (180) days after terms of the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness.ABL Intercreditor Agreement; (hr) Debt consisting of the financing of insurance premiums Guaranties incurred in the ordinary course of business.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 permitted 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 Section 8.16(b).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; (jt) other the IO-TEQ Debt in an aggregate amount not to exceed $100,000,000 413,080.00; (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 aggregate at 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 time outstandingor, if it satisfies the criteria for more than one clause above, can be allocated among one or more of the above clauses. The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Debt shall not be deemed to be an incurrence of Debt for purposes of this Section 8.12. Notwithstanding anything herein to the contrary, neither Equify Financial LLC (nor any of its Affiliates) shall loan or otherwise provide any Debt or any commitment to provide Debt to any Obligor or any other Subsidiary of Holdings (other than (i) Back-Stop Note, the Closing Date Note and the Equify Bridge Note and, (ii) purchase money equipment financing to be provided by Equify Financial LLC to Flotek, BPC and their respective Subsidiaries for so long as such Persons (x) are not Subsidiaries of Holdings or (y) are Specified Unrestricted Subsidiaries), and (iii) the purchase money equipment financing provided by Equify Financial LLC to U.S. Well Services, Inc. and/or its Subsidiaries.

Debt. (a) The Parent and the Borrower will shall not, and will not nor shall it permit any of the Restricted Subsidiaries Guarantor to, create, incur, create, assume or suffer to exist any Debt, exceptDebt other than: (ai) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising Debt under the Loan Documents.; (bii) Debt outstanding on the Closing Date and described on Schedule 7.01(a) (iincluding any extensions or renewals thereof provided that there is no increase in the principal amount thereof); (iii) Debt in respect of any Hedging Agreement with a Lender or any Affiliate of a Lender entered into in the ordinary course of business to manage foreign currency or interest rate risk for the Borrower or any Loan Party; (iv) Debt scheduled to mature after the Revolving Credit Maturity Date and the Term Loan Maturity Date; (v) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and to any Permitted Refinancing Debt in respect thereof and (ii) 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 Acquisition Target outstanding 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 Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt and (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (Cy) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) on a pro forma basis as if such incurrence of such Debt was not incurred by such Permitted Acquisition Target 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 connection compliance with such Permitted Acquisitionthe financial covenants set forth in Section 7.04. (cb) 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 of such Subsidiary to the Borrower or any other Subsidiary; (ii) Debt existing on the Closing Date and described on Schedule 7.01(b) (including any extensions or renewals thereof provided that there is no increase in the principal amount thereof and including any additional advances under Capital Leases the Investment Quebec Facility so long as such advances do not exceed Five Million One Hundred Seventy-Five Thousand and purchase money financings 00/100 Canadian Dollars (CDN $5,175,000.00)); and (iii) Additional Debt in an aggregate principal amount not to exceed $25,000,000 five percent (5%) of Consolidated Net Tangible Assets at any one time outstanding. ; so long as (dx) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation no Event of the Midstream Properties. (e) intercompany Debt between the Borrower Default shall have occurred and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) continuing at the time of incurring the incurrence of such Senior Notes Debt or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, Debt and (y) after giving effect to the incurrence of such Debt, on a pro forma basis to the as if such incurrence of such Senior Notes or Permitted Refinancing Debt had occurred on the first (and any concurrent repayment 1st) day of Debt with the proceeds twelve-month period ending on the last day of such incurrencethe Borrower’s most recently completed fiscal quarter, if any), (ii) the Parent and the Borrower are shall be in pro forma compliance with the financial covenants contained set forth in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.7.04

Debt. The Parent and (a) Prior to the Investment Grade Rating Date, the Borrower will not, and will not permit any of the its Restricted Subsidiaries to, create, incur, create, assume or suffer permit to exist any Debt, except:except (without limiting the provisions of Section 6.12): (ai) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising Debt created under the Loan Documents.; (b) (iii) Debt of the Borrower and or any of its Restricted Subsidiaries existing on the date hereof Availability Date and set forth on Schedule 6.01, and extensions, renewals and refinancings thereof that is reflected in do not increase the Financial Statements and any Permitted Refinancing Debt in respect thereof and outstanding principal amount thereof; (iiiii) Debt of the Borrower or any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis other Loan Party owing to the incurrence Borrower or any of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition. (c) Debt under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f)its Restricted Subsidiaries; provided that (iA) such Debt is shall not held, assigned, transferred, negotiated or pledged have been transferred to any Person other than the Borrower or a Guarantor any of its Subsidiaries and (iiB) in the case of Debt owed by a Loan Party to a Restricted Subsidiary that is not a Loan Party, such Debt is unsecured and subordinated in right of payment to the Obligations on terms reasonably satisfactory to the Administrative Agent; (iv) Debt of the Borrower or any other Loan Party owing to ▇▇▇▇ or any of its Subsidiaries (other than ▇▇▇▇ ▇▇, the Borrower or any of its Subsidiaries); provided that (A) that such Debt shall not be transferred to any Person other than ▇▇▇▇ or any of its Subsidiaries and (B) such Debt is unsecured and subordinated in right of payment to the Obligations on terms reasonably satisfactory to the Administrative Agent; (v) Debt of the Borrower or any of its Restricted Subsidiaries owing to ▇▇▇▇ or any of its Subsidiaries (other than ▇▇▇▇ ▇▇, the Borrower or any of its Subsidiaries) that is assumed by the Borrower or such Restricted Subsidiary in connection with any Midstream MLP IPO Transaction or any Midstream MLP Drop-Down Transaction; provided that such Debt shall not be transferred to any Person other than ▇▇▇▇ or any of its Subsidiaries; (vi) to the extent constituting Debt, obligations of the Borrower or any of its Restricted Subsidiaries owing to ▇▇▇▇ or any of its Subsidiaries (other than ▇▇▇▇ ▇▇, the Borrower or any of its Subsidiaries) under any Material Agreement, provided that such obligations (A) shall not constitute indebtedness for borrowed money (including indebtedness evidenced by debt securities) or other obligations primarily intended as a financing obligation and (B) shall not be transferred to any Person other than ▇▇▇▇ or any of its Subsidiaries; (vii) Guarantees of Debt permitted under this Section, provided that a Restricted Subsidiary that is not a Loan Party shall not Guarantee Debt that it would not have been permitted to incur under this Section if it were a primary obligor thereon; (viii) Debt in respect of trade letters of credit issued for the account of the Borrower or any of its Restricted Subsidiaries; (ix) Debt owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Debt shall be subordinated repaid in full within 30 days of the incurrence thereof; (x) Debt of the Borrower or any Restricted Subsidiary (A) incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capitalized Lease Obligations, but only to the Indebtedness extent that such Debt is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, or (B) assumed in connection with the acquisition of any fixed or capital assets, and any extensions, renewals and refinancings of any of the foregoing; provided that, immediately after giving effect to the creation, incurrence or assumption of any such Debt, the sum, without duplication, of (I) the aggregate principal amount of all Debt outstanding in reliance on terms set forth this clause (x), together with the aggregate principal amount of all Debt outstanding in reliance on Sections 6.01(a)(xi) and 6.01(a)(xii), and (II) the Guaranty and Security Agreement.aggregate amount of Attributable Debt under all Sale/Leaseback Transactions then outstanding shall not exceed 15% of the Consolidated Net Tangible Assets as of such time; (fxi) endorsements Debt of negotiable instruments for collection any Restricted Subsidiary of the Borrower that becomes a Subsidiary after the Availability Date (or of any Person not previously a Subsidiary that is merged or consolidated with or into any such Restricted Subsidiary) in a transaction permitted hereunder, but only to the extent that such Debt exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) and is not created in contemplation of or in connection with such Person becoming a Subsidiary (or such merger or consolidation); provided that, immediately after giving effect to the creation, incurrence or assumption of any such Debt, the sum, without duplication, of (1) the aggregate principal amount of all Debt outstanding in reliance on this clause (xi), together with the aggregate principal amount of all Debt outstanding in reliance on Sections 6.01(a)(x) and 6.01(a)(xii), and (2) the aggregate amount of Attributable Debt under all Sale/Leaseback Transactions then outstanding shall not exceed 15% of the Consolidated Net Tangible Assets as of such time; (xii) other Debt of the Borrower and Restricted Subsidiaries; provided that, immediately after giving effect to the creation, incurrence or assumption of any such Debt, the sum, without duplication, of (1) the aggregate principal amount of all Debt outstanding in reliance on this clause (xii), together with the aggregate principal amount of all Debt outstanding in reliance on Sections 6.01(a)(x) and 6.01(a)(xi), and (2) the aggregate amount of Attributable Debt under all Sale/Leaseback Transactions then outstanding shall not exceed 15% of the Consolidated Net Tangible Assets as of such time; (xiii) other Debt of ▇▇▇▇ TGP Operations LP, ▇▇▇▇ Export Logistics Operations LP, ▇▇▇▇ North Dakota Pipelines Operations LP and any other Subsidiary that is not wholly owned, directly or indirectly, by the Borrower; provided that the aggregate principal amount of all Debt outstanding in reliance on this clause (xiii) shall not at any time exceed $50,000,000; and (xiv) Debt of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary in respect of cash pooling arrangements entered into in the ordinary course of businessbusiness among the Borrower and the Restricted Subsidiaries. (gb) unsecured Senior Notes of From and after the Parent or Investment Grade Rating Date, the Borrower and will not permit any guarantees thereof and of its Restricted Subsidiaries that is not a Loan Party to create, incur, assume or permit to exist any unsecured Permitted Refinancing Debt, except (without limiting the provisions of Section 6.12): (i) Debt and of any guarantees thereofsuch Restricted Subsidiary owing to the Borrower or any of its Restricted Subsidiaries; provided that such Debt shall not have been transferred to any Person other than the Borrower or any of its Subsidiaries; (iii) Debt in respect of trade letters of credit issued for the account of any such Restricted Subsidiary; (iii) Debt owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Debt shall be repaid in full within 30 days of the incurrence thereof; (iv) Debt of any such Restricted Subsidiary (A) incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capitalized Lease Obligations, provided that such Debt is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, or (B) assumed in connection with the acquisition of any fixed or capital assets, and any extensions, renewals and refinancings of any of the foregoing; (v) Debt of any such Restricted Subsidiary that becomes a Subsidiary of the Borrower after the Availability Date (or of any Person not previously a Subsidiary that is merged or consolidated with or into any such Restricted Subsidiary) in a transaction permitted hereunder, provided that such Debt exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) and is not created in contemplation of incurring or in connection with such Senior Notes Person becoming a Subsidiary (or Permitted Refinancing such merger or consolidation); (vi) to the extent constituting Debt, obligations of any such Restricted Subsidiary owing to Hess or any of its Subsidiaries (other than the Borrower or any of its Subsidiaries) under any Material Agreement, provided that such obligations (A) no Default shall not constitute indebtedness for borrowed money (including indebtedness evidenced by debt securities) or Event of Default has occurred and is then continuing other obligations primarily intended as a financing obligation and (B) no Default shall not be transferred to any Person other than Hess or Event any of Default its Subsidiaries (other than the Borrower or any of its Subsidiaries); (vii) Guarantees of Debt permitted under this Section; provided that a Restricted Subsidiary that is not a Loan Party shall not Guarantee Debt that it would result from the incurrence not have been permitted to incur under this Section if it were a primary obligor thereon; (viii) other Debt of such Senior Notes or Permitted Refinancing DebtRestricted Subsidiaries, as applicableprovided that, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 immediately after giving effect to the issuance creation, incurrence or assumption of any such Debt, the sum, without duplication, of (1) the aggregate principal amount of all Debt outstanding in reliance on this clause (viii), (2) the aggregate principal amount of all Debt of the Borrower or any other Loan Party then outstanding that is secured by Liens permitted under Section 6.02(b)(x) and (3) the aggregate amount of Attributable Debt under all Sale/Leaseback Transactions then outstanding shall not exceed 15% of the Consolidated Net Tangible Assets as of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness.time; and (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (jix) other Debt of ▇▇▇▇ TGP Operations LP, Hess Export Logistics Operations LP, ▇▇▇▇ North Dakota Pipelines Operations LP and any other Subsidiary that is not to wholly owned, directly or indirectly, by the Borrower; provided that the aggregate principal amount of all Debt outstanding in reliance on this clause (ix) shall not at any time exceed $100,000,000 in the aggregate at any one time outstanding50,000,000.

Debt. The Parent Borrower shall not and the Borrower will not, and will shall not permit any of the Restricted its Subsidiaries to, create, incur, create, assume or suffer otherwise become or remain liable with respect to exist any Debt, exceptother than, without duplication, the following: (ai) Debt in respect of the Loans and other Obligations; (ii) Debt, including Debt in respect of Guaranties, existing on the Closing Date, as set forth on Schedule 6.2(i), and (except as may otherwise be restricted by Sections 6.2(c) or 6.2(n)) any renewal, extension, refinancing or replacement thereof so long as (A) the Notes terms of any such renewal, extension, refinancing or replacement are not materially less favorable to such Loan Party than the original Debt, (B) the then aggregate outstanding amount of such Debt at the time of such renewal, extension, refinancing or replacement, as the case may be, is not increased, and (C) the average life to maturity of such Debt at the time of such renewal, extension, refinancing or replacement, as the case may be, is not decreased thereby; (iii) unsecured Debt incurred in the ordinary course of business of the Borrower and its Subsidiaries in the nature of open accounts (extended by suppliers on normal trade terms in connection with purchases of goods and services), accrued liabilities and deferred income, taxes and judgments or orders for the payment of money to the extent such judgments or orders do not result in any Event of Default or result in any Liens prohibited by Section 6.2(h); (iv) unsecured Debt of the Borrower or any of its Subsidiaries owing to one another, provided that all such Debt owing to the Borrower or to any Subsidiary Guarantor shall be evidenced by one or more promissory notes, in form and substance reasonably acceptable to the Administrative Agent, which promissory notes shall be pledged to the Administrative Agent pursuant to the Note Pledge Agreement; (v) Capitalized Rentals or purchase money Debt incurred by the Borrower or any of its Subsidiaries to any Person to finance the acquisition, construction, repair or improvement of assets, including any such Debt incurred after the acquisition, construction, repair or improvement of such assets, so long as in each case, the amount of such Debt does not exceed 100% of the purchase price, construction cost, repair cost or improvement cost of the assets acquired, constructed, repaired or improved with the proceeds thereof and, in the case of Debt incurred after the acquisition, construction, repair or improvement of the assets to be financed, such Debt is incurred no later than twelve calendar months after such assets are acquired, constructed, repaired or improved; (vi) Debt incurred in connection with any Rate Protection Agreement entered into for hedging but not speculative purposes; (vii) Debt of Subsidiaries of the Borrower which represents the assumption by such Subsidiaries of Debt of another Subsidiary of the Borrower in connection with the merger of such other Subsidiary with and into the assuming Subsidiary or the purchase of all or substantially all the assets of such other Subsidiary; (viii) Debt (contingent or otherwise) for the reimbursement of the surety or sureties which issue (A) license, bid, performance and lien, and payment bonds under the Bonding Agreement for amounts expended by them in the performance of such bonds, and (B) bonds issued pursuant to the Bonding Agreement with respect to projects in a country other than the United States which are used to obtain letters of credit, financial guaranties or other Indebtedness arising bonds under which the Loan Documents Borrower or a Subsidiary of the Borrower is the primary obligor provided that, the aggregate amount of the Debt permitted by this subclause (B) shall not exceed $25,000,000 at any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.time outstanding; (bix) Guaranties permitted under Section 6.2(f); (x) Debt constituting Note Indenture Obligations; (xi) Debt in respect of taxes, assessments, governmental charges and claims for labor, materials or supplies, to the extent that payment thereof is not required pursuant to Section 6.1(e); (xii) all premiums (if any), interest (including post-petition interest), fees, expenses, indemnities, charges and additional or contingent interest on obligations described in clauses (i) through (xvi) of this Section 6.2(i); (xiii) other unsecured Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements which when combined (without duplication) with all unsecured Guaranties incurred and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this permitted under clause (iivii) of Section 6.2(f), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and does not exceed $10,000,000 at any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition.time outstanding; (cxiv) [RESERVED]; (xv) unsecured Debt issued to finance Restricted Payments permitted under Capital Leases and purchase money financings Section 6.2(c)(i) in an aggregate principal amount not to exceed $25,000,000 5,000,000 at any one time outstanding.; and (dxvi) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors incurred pursuant to the extent permitted by ▇▇▇▇▇ Fargo Documents not exceeding $40,000,000 in aggregate principal amount at any time outstanding. Any Person which becomes a Subsidiary after the Closing Date shall for all purposes of this Section 9.05(f); provided that (i6.2(i) such Debt is not heldbe deemed to have created, assignedassumed or incurred, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debtit becomes a Subsidiary, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence all Debt of such Senior Notes or Permitted Refinancing Debt, as applicable, Person existing immediately after giving effect on it becomes a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the IndebtednessSubsidiary. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.

Debt. The Parent and the Borrower will Company shall not, and will not nor shall it permit any of the Restricted Subsidiaries Subsidiary to, create, assume, incur, create, assume or suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) Debt of the Notes or other Indebtedness arising Credit Parties under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Credit Documents.; (b) (i) intercompany Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected incurred in the Financial Statements and any Permitted Refinancing Debt in respect thereof and (ii) Debt ordinary course of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereofbusiness owed by a Credit Party to another Credit Party; provided that, ifif applicable, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained as an investment is also permitted in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition.6.3; (c) Debt under 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 90 days past due, in each case incurred in the ordinary course of business, as presently conducted, unless contested in good faith and by appropriate proceedings; (d) purchase money indebtedness or Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 10% of the Company’s consolidated Net Worth at any one time outstanding. time; provided neither Borrower nor any Subsidiary may enter into additional indebtedness of the type described in this clause (d) Debt associated with bonds if a Default is continuing or surety obligations required by Governmental Requirements in connection with entering into the operation of the Midstream Properties.additional indebtedness could reasonably be expected to cause a Default; (e) intercompany Debt between secured by Liens of the Borrower type described in Section 6.2(f); (f) Permitted Subordinated Debt; (g) Debt existing on the Effective Date and any Guarantor or between Guarantors set forth in Schedule 6.1; and (h) Debt for borrowed money incurred after the Effective Date and not otherwise covered under this Section 6.1 in an aggregate amount not to the extent permitted by Section 9.05(f)exceed $300,000,000; provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any)unsecured, (ii) the Parent scheduled maturity of such Debt is at least six months past the scheduled Term B Maturity Date and no amortization payments are required thereunder other than at the Borrower scheduled maturity thereof, (iii) the covenants under credit facility for such Debt are not more restrictive than the covenants under the Facilities as reasonably determined by the US Administrative Agent which determination will not be unreasonably withheld or delayed, and (iv) the Company and its Subsidiaries are in pro forma compliance with the financial covenants contained set forth in Section 9.01 this Agreement, both before and after giving effect to the issuance each incurrence of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.

Debt. The Neither the Parent and the Borrower will not, and will not permit nor any of the Restricted Subsidiaries to, incur, create, assume other Borrowers shall incur or suffer to exist maintain any Debt, except:other than (collectively, the "Permitted Debt"): (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.Obligations; (b) Debt described on Schedule 6.9; (c) Capital Leases of Equipment and purchase money secured Debt incurred to purchase Equipment provided that (i) Debt of Liens securing the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis same attach only to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to Equipment acquired by the incurrence of such Debt, and (Dii) the aggregate amount of such Debt was (including Capital Leases) outstanding does not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition. (c) Debt under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 15,000,000 at any one time outstanding.time; (d) Debt associated with bonds or surety obligations required by Governmental Requirements incurred in connection with the operation execution and delivery by Borrowers of the Midstream Properties. (e) intercompany Debt between the Borrower surety and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection bid bonds in the ordinary course of business., provided the aggregate liability of the Borrowers thereunder does not exceed $20,000,000 at any time; (ge) unsecured Senior Notes Debt evidencing a refinancing, renewal or extension of (i) any Debt described on Schedule 6.9 or (ii) the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereofRevolver Obligations; provided that (iA) at in the time case of incurring the Debt described on Schedule 6.9, (1) the principal amount thereof is not increased, (2) the Liens, if any, securing such Senior Notes refinanced, renewed or Permitted Refinancing extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refinanced, renewed or extended, (3) no Person that is not an obligor or guarantor of such Debt as of the Closing Date and after giving effect to Section 7.28 hereof shall become an obligor or guarantor thereof except to the extent, if any, not prohibited herein, (4) the Debt that replaces the Debt that is refinanced, renewed, or extended shall not contain any new or accelerated scheduled amortizing payments of principal when compared to the Debt so refinanced, renewed, or extended, and (5) the terms of such refinancing, renewal or extension are no less favorable in the aggregate to the applicable Borrower, the Agent or the Lenders than the original Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default in the case of the Permitted Revolver Obligations, any such refinancing, renewal or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt extension complies with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred criteria set forth in the ordinary course definition of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 "Bank Claims" described in the aggregate at any one time outstanding.Intercreditor Agreement;

Debt. The Parent and the Borrower will not, and nor will not it permit any of the Restricted Subsidiaries to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness Obligations arising under the Loan Documents., Cash Management Agreements or the Secured Swap Agreements; (b) (i) Debt of the Borrower and its Restricted Subsidiaries the other Credit Parties existing on the date hereof that is reflected in the Financial Statements on Schedule 9.02 and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default issued or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis incurred to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of refinance such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition. (c) Debt under Capital Leases and purchase money financings in an or that constitutes Purchase Money Indebtedness; provided that the aggregate principal amount of all Debt described in this Section 9.02(c) at any one time outstanding shall not to exceed $25,000,000 at any one time outstanding.50,000,000 in the aggregate; (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor other Credit Party or between Guarantors to the extent permitted by Section 9.05(f)Credit Parties; provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) Credit Party; and, provided further, that any such Debt owed by a Credit Party shall be subordinated to the Indebtedness Obligations on terms set forth in the Guaranty Guarantee Agreement; (e) Debt constituting a guaranty by a Credit Party of Debt permitted to be incurred under this Section 9.02 and Security Agreement.any Permitted Refinancing Debt in respect thereof; (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) 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 thereof; (g) Debt arising under Swap Agreements in compliance with Section 9.16; (i) 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 Conditions”) and (ii) any Permitted Refinancing Debt in respect of Debt described in clause (i); (i) Debt incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of Property (including “earn-outs” or similar obligations) and purchase price adjustments in respect of the purchase of Property (including pursuant to any Permitted Acquisition or Investment permitted hereunder); (i) Debt of the Borrower or any Restricted Subsidiary assumed in connection with any acquisition (including any Permitted Acquisition) or other Investment permitted hereunder subject to the Additional Debt Conditions (“Assumed Debt”); provided that, with respect to any such Debt incurred after the Effective Date, (A) immediately after giving effect to the incurrence or 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 Additional Debt Conditions, and (ii) any Permitted Refinancing Debt in respect of Debt described in Section 9.02(j)(i); and (k) [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 item of Debt in more than one of the types of Debt described in Sections 9.02(a) through 9.02(j) above.

Debt. The Parent and the Borrower will not, and nor will not it permit any of the Restricted Subsidiaries to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness Obligations arising under the Loan Documents., Cash Management Agreements or the Secured Swap Agreements; (b) (i) Debt of the Borrower and its Restricted Subsidiaries the other Credit Parties existing on the date hereof that is reflected in the Financial Statements on Schedule 9.02 and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default issued or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis incurred to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of refinance such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition. (c) Debt under Capital Leases and purchase money financings in an or that constitutes Purchase Money Indebtedness; provided that the aggregate principal amount of all Debt described in this Section 9.02(c) at any one time outstanding shall not to exceed $25,000,000 at any one time outstanding.50,000,000 in the aggregate; (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor other Credit Party or between Guarantors to the extent permitted by Section 9.05(f)Credit Parties; provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) Credit Party; and, provided further, that any such Debt owed by a Credit Party shall be subordinated to the Indebtedness Obligations on terms set forth in the Guaranty Guarantee Agreement; (e) Debt constituting a guaranty by a Credit Party of Debt permitted to be incurred under this Section 9.02 and Security Agreement.any Permitted Refinancing Debt in respect thereof; (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) 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 thereof; (g) Debt arising under Swap Agreements in compliance with Section 9.16; (i) 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 Conditions”) and (ii) any Permitted Refinancing Debt in respect of Debt described in clause (i); (i) Debt incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of Property (including “earn-outs” or similar obligations) and purchase price adjustments in respect of the purchase of Property (including pursuant to any Permitted Acquisition or Investment permitted hereunder); (j) (i) Debt of the Borrower or any Restricted Subsidiary assumed in connection with any acquisition (including any Permitted Acquisition) or other Investment permitted hereunder subject to the Additional Debt Conditions (“Assumed Debt”); provided that, with respect to any such Debt incurred after the Effective Date, (A) immediately after giving effect to the incurrence or 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 Additional Debt Conditions, and (ii) any Permitted Refinancing Debt in respect of Debt described in Section 9.02(j)(i); and (k) [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 item of Debt in more than one of the types of Debt described in Sections 9.02(a) through 9.02(j) above.

Debt. The Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, incur, create, assume No Loan Party shall incur or suffer to exist maintain any Debt, exceptother than: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.Obligations; (b) (i) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements Closing Date and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect described on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition.Schedule 7.13; (c) Debt under Capital Leases and Leases, mortgage financings or purchase money financings obligations, in an aggregate principal amount not to exceed $25,000,000 at each case, incurred for the purpose of financing all or any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation part of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor purchase price or between Guarantors to the extent permitted by Section 9.05(f)cost of design, construction, installation or improvement of property, plant or equipment, in each case, not constituting Inventory; provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than Liens securing the Borrower or a Guarantor same are permitted by clause (p) of the definition of “Permitted Liens,” and (ii) the aggregate principal amount of purchase money obligations of the Loan Parties constituting Debt outstanding does not exceed $150,000,000 at any such Debt shall be subordinated to time; (d) the Indebtedness on terms set forth in the Guaranty and Security Agreement.Bond Debt; (e) other unsecured Debt; (f) endorsements Debt evidencing a substantially concurrent (substantially concurrent shall be not more than forty-five (45) days prior to any refunding, renewal, extension, defeasance, or replacement of negotiable instruments for collection in the ordinary course of business. Debt) refunding, renewal, extension, defeasance, or replacement (g“Refinancing”) unsecured Senior Notes of the Parent or Debt existing on the Borrower Closing Date and any guarantees thereof described on Schedule 7.13 and any unsecured Permitted Refinancing other Debt and any guarantees thereofpermitted hereunder (the “Replaced Debt”); provided that in the case of any such secured debt (i) at the time principal amount thereof is not increased, except in an amount equal to all accrued interest on such Replaced Debt and the amount of incurring fees, expenses and premiums incurred in connection with such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any)Refinancing, (ii) the Parent and Liens, if any, securing such Debt do not attach to any assets in addition to those types of assets, if any, securing the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior NotesReplaced Debt, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date no Person that is one hundred eighty (180) days after the Maturity Datenot an obligor or guarantor of such Replaced Debt as of such date shall become as of such date, an obligor or guarantor thereof, and (iv) the terms of such Senior Notes refunding, renewal, or Permitted Refinancing Debt does extension are not mature sooner materially less favorable, taken as a whole, to the Borrowers, the Agent, or the Lenders than the Replaced Debt, including, without limitation, the maturity date that is one hundred eighty thereof and any principal amortization thereof; (180g) days after the Maturity DateDebt of any Loan Party owed to any Restricted Subsidiaries, and (v) such Senior Notes or Permitted Refinancing Debt does not have of any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority Restricted Subsidiary owed to the Indebtedness.owner of its Capital Stock which is a Loan Party; (h) Debt consisting of the financing of to finance insurance premiums incurred in the ordinary course of business.an amount not to exceed $10,000,000 at any time outstanding; (i) Debt permitted by Section 8.16(b).arising under Hedge Agreements or the Gas Supply/Purchase Agreement; (j) Debt among Loan Parties on terms of the kind customarily employed to allocate charges among members of a consolidated group of entities, in each such case, that are fair and reasonable to the Loan Parties and consistent with past practices of the Loan Parties; (k) Guaranties permitted by Section 7.12; (l) Debt constituting Limited Recourse Stock Pledges; and (m) Debt, other Debt than those in clauses (a) through (l) above, secured by Liens on assets not constituting Collateral, in the aggregate principal amount outstanding at any time not to exceed the greater of (i) $100,000,000 in the aggregate at any one time outstanding600,000,000 and (ii) 30% of Tangible Assets.

Debt. The Parent and the Borrower will notNo Loan Party shall, and will not nor shall it permit any of the Restricted its Subsidiaries to, create, assume, incur, createor in any manner become liable, assume directly, indirectly, or suffer to exist contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) the Notes Obligations; (b) intercompany Debt incurred in the ordinary course of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Indebtedness arising under Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents or any guaranty would prohibit the incurrence of or suretyship arrangement for Debt in the Notes or other Indebtedness arising form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents., (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (bf) Debt in the form of (i) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of any senior unsecured notes issuances (the “Permitted Acquisition Target outstanding at Notes”); provided that: (i) the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, Net Leverage Ratio (in the case of this clause any issuance on or prior to June 30, 2015) or the Leverage Ratio (iiin the case of any issuance following June 30, 2015), (A) no Default or Event of Default has occurred and is then continuingas applicable, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect calculated on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (Dii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition.and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (c) Debt under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (iiii) such Debt is not heldsecured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, assignedredeem, transferredretire, negotiated defease or pledged to otherwise make any Person payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the Borrower agreement or a Guarantor and (ii) indenture governing any such Debt shall be subordinated to the Indebtedness on terms have covenants and restrictions that are no more restrictive than those set forth in the Guaranty Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and Security Agreement.that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (fvii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business.; (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (hj) Debt consisting of owing to insurance providers and arising in connection with the financing of insurance premiums incurred in the ordinary course of business.premium payments; (ik) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted by Section 8.16(b).obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (jl) other (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not to otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $100,000,000 2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any one time outstandingtime.

Debt. The Parent and Neither the Borrower will not, and will not permit nor any of the Restricted Subsidiaries to, incur, create, assume or suffer to exist any Debt, exceptSubsidiary will: (a) Incur, create or assume any Debt, other than Permitted Debt, such that the Notes ratio of the Borrower's Adjusted Consolidated Net Tangible Assets (as at the end of the immediately preceding calendar quarter) to the sum of (i) Borrower's Consolidated Indebtedness (after such incurrence, creation or assumption of additional Debt other Indebtedness arising under than Permitted Debt) plus (ii) past due interest on Debt, is less than 1.5 to 1.0. This covenant shall also apply to any such Debt incurred or assumed as a result of a merger or consolidation with any other Person. Any such Debt so incurred, created or assumed (without violation of this Section 8.01) must be fully subordinated to the Loan Documents or Obligations unless the Agent agrees otherwise, provided that, so long as ECT has been given a first look and right to make a proposal for any guaranty future subordinated indebtedness, up to $25,000,000 (less the maximum potential balance at the time in question of or suretyship arrangement the Schedule 8.02 Payables) in the aggregate of such Debt may be incurred that is pari passu in right of payment with the Notes. Notwithstanding the foregoing, in the event of any refinancing of the Senior Loan, which refinancing does not violate, on a proforma basis for the Notes or other Indebtedness arising under four fiscal quarters of the Borrower after the refinancing, the interest coverage test of Section 8.16, the current ratio test of Section 8.17, or, provided the amount of such refinanced Senior Loan Documents.is more than $75,000,000, the covenant in the first sentence of this subsection (a), the refinanced Senior Loan shall remain senior to (and shall not be subordinate to) the Obligations; or (b) Incur, create, suffer or assume any accounts payable for the deferred purchase price of Property or services or any Trade Payables which are more than 75 days past the invoice or billing date, unless such accounts payable are either (i) Debt of the Borrower being contested in good faith by appropriate proceedings and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and reserves as required under GAAP shall have been established therefor, or (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower Schedule 8.02 Payables which are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisitionpast due. (c) Debt under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.

Debt. The Parent and the Borrower No Loan Party will, nor will not, and will not it permit any of the Restricted its Subsidiaries to, create, incur, create, assume or suffer to exist any Debt, Debt except: (a) the Notes Debt pursuant to this Agreement or other Indebtedness arising under the an Incremental Term Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.Agreement; (b) Investments permitted under Section 7.10 that would constitute Debt; (ic) current liabilities of the Loan Parties or their respective Subsidiaries incurred in the ordinary course of business that is extended in connection with the normal purchases of goods and services; (d) Debt of any Person that becomes a Subsidiary of the Borrower, to the extent such Debt is outstanding at the time such Person becomes a Subsidiary of the Borrower and was not incurred in contemplation thereof, and Debt assumed by the Borrower or any Subsidiary in connection with its Restricted Subsidiaries existing on acquisition (whether by merger, consolidation, acquisition of all or substantially all of the date hereof assets or acquisition that is reflected results in the Financial Statements ownership of greater than fifty percent (50%) of the Capital Stock of a Person) of another Person and, in each case, Debt refinancing, extending, renewing or refunding such Debt; provided that (i) the principal amount of such Debt is not increased (other than to provide for the payment of any underwriting discounts and fees related to any Permitted Refinancing refinancing Debt in respect thereof as well as any premiums owed on and accrued and unpaid interest related to the original Debt); and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 immediately after giving effect to the incurrence or assumption of such Debt or refinancing Debt and the application of the proceeds thereof, as the case may be, the aggregate principal amount of all such Debt, and of all Debt previously incurred or assumed pursuant to this Section 7.09(d), and then outstanding, shall not exceed 50% of Consolidated EBITDA for the period of four full consecutive fiscal quarters of the Borrower and its Subsidiaries (Dand such Person on a pro forma basis) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition.then most recently ended; (ce) Debt in the form of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not be past due; (f) Debt pursuant to the Sunrise Pipeline Lease; (g) all obligations of such Person arising under Capital Leases letters of credit (including standby and purchase money financings commercial); and (h) other Debt in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding15% of Consolidated Net Tangible Assets. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.

Debt. The Parent and the Borrower will notCreate or suffer to exist, and will not or permit any of the Restricted its Subsidiaries to, incur, create, assume to create or suffer to exist exist, any DebtDebt other than the following, exceptprovided that any Debt permitted by any clause below shall be permitted under this Section 5.02(d), notwithstanding that such Debt would not be permitted by any other clause: (ai) Debt owed to the Notes Company or to a Consolidated Subsidiary of the Company, provided that all such Debt owed by a Loan Party to a Person that is not a Loan Party shall be subordinated to the Obligations of such Loan Party pursuant to an intercompany subordination agreement or other Indebtedness arising arrangements reasonably satisfactory to the Required Lenders; provided further that all such Debt that is owed to a Loan Party by a Person that is not a Loan Party (x) shall be permitted as an Investment under Section 5.02(i) and (y) shall be evidenced by an intercompany note, and pledged to the Loan Documents Agent as Collateral, (ii) Debt existing on the Conversion Date and described on Schedule 5.02(d) hereto, and any Permitted Refinancing thereof, (iii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iii) in an aggregate amount outstanding at any time not to exceed in the aggregate $15,000,000 during the twelve month period ending on the first anniversary of the Conversion Date, $30,000,000 during the twelve month period ending on the second anniversary of the Conversion Date, $45,000,000 during the twelve month period ending on the third anniversary of the Conversion Date and $60,000,000 during the twelve month period ending on the fourth anniversary of the Conversion Date and thereafter, (iv) Debt of a Person existing at the time such Person is amalgamated, merged into or consolidated with the Company or any guaranty Subsidiary of the Company or suretyship arrangement for becomes a Subsidiary of the Notes Company; provided that such Debt was not created in contemplation of such amalgamation, merger, consolidation or other Indebtedness acquisition, (v) Debt arising under the Loan Documents., (vi) Debt under the Revolving Credit Agreement in connection with an asset based revolving facility (including any letters of credit or other obligations incurred thereunder) in an amount not to exceed $200,000,000 at any time outstanding, (vii) Debt incurred by Kodak International Finance Limited, a company organized and existing under the laws of England, (x) in connection with short term working capital needs in an aggregate amount not to exceed $25,000,000 at any time outstanding and (y) consisting of Hedge Agreement Obligations entered into in the ordinary course of business to protect the Company and its Subsidiaries against fluctuations in commodities, interest or exchanges rates and permitted under Section 5.02(m), (viii) Debt incurred by Subsidiaries organized under the laws of any jurisdiction outside of the United States in an aggregate amount not to exceed $60,000,000 at any time outstanding; (ix) Debt of Subsidiaries that are not Loan Parties in respect of (a) treasury management services, clearing, corporate credit card and related services provided to any such Subsidiaries, (b) (i) Debt letters of credit issued for the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and (ii) Debt benefit of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii)Subsidiaries, (Ac) no Default or Event of Default has occurred Hedge Agreements entered into by any such Subsidiaries and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if anypermitted under Section 5.02(m), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (Dd) bank guarantees with respect to such Subsidiaries, in an aggregate amount not to exceed $10,000,000 at any time outstanding, (x) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (xi) Debt which exists or may exist under the Secured Agreements in existence from time to time, subject to the Maximum Obligations Amount, (xii) Debt which exists or may exist under the Existing Secured Agreements in existence from time to time; provided that such Debt was shall not incurred be secured by such Permitted Acquisition Target any Lien other than a Lien permitted under Section 5.02(a)(x), (xiii) unsecured Debt consisting of guarantees of amounts owing by customers of the Company under equipment and vendor financing programs in an aggregate amount not to exceed at any time outstanding $55,000,000 during the twelve month period ending on the first anniversary of the Conversion Date, $60,000,000 during the twelve month period ending on the second anniversary of the Conversion Date, $65,000,000 during the twelve month period ending on the third anniversary of the Conversion Date, $70,000,000 during the twelve month period ending on the fourth anniversary of the Conversion Date, $75,000,000 during the twelve month period ending on the fifth anniversary of the Conversion Date, (xiv) unsecured Debt in connection with such Permitted Acquisition. (c) Debt under Capital Leases surety bonds, guarantees and purchase money financings letters of credit for customs and excise taxes, value added taxes, insurance and environmental liabilities, rental expenses, tenders and bids and other obligations of the like incurred in the ordinary course of business in an aggregate principal amount not to exceed $25,000,000 15,000,000 at any one time outstanding., (dxv) Debt associated the Other Existing Letters of Credit, but, with bonds respect to each Other Existing Letter of Credit, only until such time as such letter of credit expires in accordance with its terms in effect on the Conversion Date or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties.is otherwise cancelled or terminated, (exvi) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that Guarantees (i) such of any Loan Party in respect of Debt is not held, assigned, transferred, negotiated of the Company or pledged to any Person other than the Borrower or a Guarantor Loan Party otherwise permitted hereunder and (ii) of any such Subsidiary that is not a Loan Party in respect of Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement.of any other Subsidiary that is not a Loan Party otherwise permitted hereunder, (fxvii) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other additional Debt not to exceed at any time outstanding $100,000,000 15,000,000 until the second anniversary of the Conversion Date and $20,000,000 thereafter, and (xviii) Conversion Junior Loan Refinancing Debt, to the extent the proceeds thereof are used to refinance the Junior Loans (as defined in the aggregate at any one time outstandingExisting DIP Term Loan Agreement) substantially concurrently with the Conversion Date.

Debt. The Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries toCreate, incur, create, assume issue or suffer to exist any Debt, exceptexcept any of the following: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising Debt under the Loan Documents.; (b) Debt outstanding on the Closing Date and listed on Schedule 6.09 and extensions, renewals and refinancings of such Debt; provided that (i) the amount of such Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding not increased at the time of such Permitted Acquisition extension, renewal or refinancing unless permitted by Section 8.01(f) and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii)) the terms relating to principal amount, amortization, maturity, collateral (Aif any) no Default or Event of Default has occurred and is then continuing, subordination (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target of any agreement entered into and of any instrument issued in connection with therewith, are no less favorable in any material respect to the Borrowers and the Restricted Subsidiaries or the Lenders than the terms of any agreement or instrument governing the Debt being refinanced, refunded, renewed or extended and the interest rate applicable to any such Permitted Acquisition.refinancing, refunding, renewing or extending Debt does not exceed the then applicable market interest rate; (c) Debt under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding.respect of, under, or consisting of Permitted Hedging Obligations; (d) Debt associated with bonds in respect of capital leases and purchase money obligations for fixed or surety obligations required by Governmental Requirements capital assets; provided that the aggregate principal amount of all such Debt at any one time outstanding shall not exceed $5,000,000 (or its equivalent in connection with the operation of the Midstream Properties.other currencies); (e) intercompany Debt between the Borrower and incurred by any Guarantor or between Guarantors Loan Party that is subordinated in right of payment to the extent permitted by Section 9.05(fObligations in the form of unsecured or junior lien subordinated debt (“Subordinated Debt”); provided that (i) immediately before and after the incurrence of such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Subordinated Debt, (A) no Default or Event of Default has occurred and is then continuing shall exist or would result therefrom and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect Borrowers shall be in compliance on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt Pro Forma Basis with (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii1) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner a Consolidated Interest Coverage Ratio greater than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.2.50:1.00 and

Debt. The Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries toCreate, incur, create, assume or suffer to exist any Debt, except: (a) the Notes obligations (contingent or other Indebtedness otherwise) existing or arising under (i) any Hedging Agreement between a Loan Party and a Secured Party (or an Affiliate of a Secured Party) and (ii) any Hedging Agreement between a Loan Party and a Person that is not a Secured Party (provided that the Hedging Termination Value owed by the Loan Documents Parties with respect to all such Hedging Agreements referred to in this clause (ii) shall not exceed $50,000,000 in the aggregate); provided that, in all such cases, (A) such obligations are (or were) entered into by such Loan Party in the Ordinary Course of Business and (B) such Hedging Agreement does not contain any guaranty of or suretyship arrangement for provision exonerating the Notes or other Indebtedness arising under non-defaulting party from its obligation to make payments on outstanding transactions to the Loan Documents.defaulting party; (b) (i) Debt owed by a Loan Party or a Subsidiary of a Loan Party to any other Loan Party which Debt is permitted as an Investment under the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and (ii) Debt provisions of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition.10.2.3; (c) Debt under Capital Leases the Loan Documents; (d) Debt outstanding on the date hereof and listed on Schedule 10.2.2; provided that (i) the Loan Parties may only make regularly scheduled payments of principal and interest in respect of such Debt in accordance with the terms of the agreement or instrument evidencing or giving rise to such Debt as in effect on the Closing Date, (ii) the Loan Parties shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Debt or any agreement, document or instrument related thereto as in effect on the Closing Date except that the Loan Parties may, after prior written notice to the Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Debt (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Debt, or set aside or otherwise deposit or invest any sums for such purpose, and (iii) the Loan Parties shall furnish to the Agent all notices or demands in connection with such Debt either received by any Loan Party or on its behalf, promptly after the receipt thereof, or sent by any Loan Party or on its behalf, concurrently with the sending thereof, as the case may be; (e) Contingent Obligations of any Guarantor in respect of Debt otherwise permitted hereunder; (f) (i) purchase money financings Debt (including Capital Leases) to the extent secured by purchase money security interests or by a vendor’s hypothec or reservation of ownership under the Civil Code of Quebec in Equipment (including Capital Leases) and (ii) purchase money mortgages on Real Estate, provided that the Debt described in clauses (i) and (ii) shall not exceed $50,000,000 in the aggregate at any time outstanding (excluding such Debt outstanding on the Closing Date), and so long as such security interests and mortgages do not apply to any property of the U.S. Borrower or its Restricted Subsidiaries other than the Equipment or Real Estate so acquired, and the Debt secured thereby does not exceed the cost of the Equipment or Real Estate so acquired, as the case may be; (g) Debt of the Loan Parties in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and in the Ordinary Course of Business; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the Ordinary Course of Business; provided, however, that such Debt is extinguished within five (5) Business Days of incurrence; (i) other unsecured Debt of the Loan Parties in an aggregate principal amount not to exceed $25,000,000 40,000,000 at any one time outstanding.; (dj) so long as no Default exists immediately prior to or after giving effect to the incurrence thereof, Subordinated Debt, to the extent that the Net Cash Proceeds of such Subordinated Debt associated are used to pay, substantially contemporaneously with bonds the incurrence thereof, consideration for one or surety obligations required more Permitted Acquisitions, Debt of any Person(s) acquired in such Permitted Acquisition or Permitted Acquisitions or any fees or expenses incurred in connection therewith and any such Permitted Acquisition is made in compliance with the requirements set forth in the definition thereof; (k) [Reserved]; (i) the Senior High Yield Debt outstanding on the Closing Date; (ii) any additional Senior High Yield Debt incurred by Governmental Requirements the U.S. Borrower and the U.S. Facility Guarantors after the Closing Date in connection with the operation issuance of “Additional Notes” (as defined in each Senior High Yield Indenture) so long as such additional Senior High Yield Debt is issued in compliance with Section 10.2.2(n) and the terms of the Midstream Properties.applicable Senior High Yield Indenture; and (iii) refinancings of the Senior High Yield Debt so long as (A) such refinancing is in compliance with Section 10.2.2(n) and (B) the material terms of such refinancings are otherwise consistent with the Senior High Yield Documents as in effect on (x) the Closing Date or (y) with respect to any Senior High Yield Documents entered into after the Closing Date in accordance with the terms hereof, the date such documents are entered into; (em) intercompany Other Secured Debt between (it being acknowledged that the Debt incurred under the ▇▇▇▇▇▇▇ Term Loan Agreement prior to the Closing Date was incurred in reliance on this clause (m)) incurred by the U.S. Borrower and any Guarantor or between the U.S. Facility Guarantors to the extent permitted by Section 9.05(f); provided that so long as (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred exists immediately prior to or after giving effect to the incurrence thereof, (ii) either (A) Liquidity (after giving pro forma effect to the incurrence of such Other Secured Debt both as of the proposed date of such incurrence and during the thirty (30) consecutive day period immediately preceding the proposed date of such incurrence) is then continuing greater than or equal to twenty percent (20%) of the Line Cap (after giving pro forma effect to such Other Secured Debt), or (B) (1) Liquidity (after giving pro forma effect to the incurrence of such Other Secured Debt both as of the proposed date of such incurrence and during the thirty (30) consecutive day period immediately preceding the proposed date of such incurrence) is greater than or equal to fifteen percent (15%) of the Line Cap (after giving pro forma effect to such Other Secured Debt) and (2) the U.S. Borrower and its Restricted Subsidiaries have a Fixed Charge Coverage Ratio of not less than 1.00 : 1.00 (after giving pro forma effect to the incurrence of such Other Secured Debt), (iii) either (A) Liens incurred in connection with such Other Secured Debt do not attach to any Collateral or (B) if Liens incurred in connection with such Other Secured Debt attach to any Collateral, then (1) any such Liens on Accounts Collateral must be junior to those granted to the Agent, for the benefit of the Secured Parties, and subject to an Intercreditor Agreement (in form and substance acceptable to the Agent (at the direction of the Required Lenders)) and (2) any such Liens on Non-Accounts Collateral may be senior to those granted to the Agent, for the benefit of the Secured Parties, and must be subject to an Intercreditor Agreement (in form and substance acceptable to the Agent (at the direction of the Required Lenders)); (iv) at least twenty (20) days prior to the incurrence of such Other Secured Debt (or such shorter time as agreed to by Agent), the Loan Party Agent shall deliver a certificate to the Agent certifying that the incurrence of such Other Secured Debt will comply with this clause (m) (which shall have attached thereto reasonably detailed backup data and calculations showing such compliance); and (v) upon incurring such Other Secured Debt, the Loan Party Agent shall deliver a certificate to the Agent certifying that (A) attached thereto are complete and correct copies of the material agreements entered into in connection with such Other Secured Debt, (B) the transactions contemplated by such agreements have been consummated in accordance with the terms of such agreements, and (C) the incurrence of such Other Secured Debt complied with this clause (m) (which shall have attached thereto reasonably detailed backup data and calculations showing such compliance); (n) unsecured Debt incurred by the U.S. Borrower and the U.S. Facility Guarantors and Acquired Debt incurred by the U.S. Borrower and its Subsidiaries so long as in each case (i) no Default or Event of Default would result from the incurrence of such Senior Notes exists immediately prior to or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any)thereof, (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance terms of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does Debt do not have provide for any scheduled principal amortization repayment, mandatory redemption or sinking fund obligation prior to the date that is one hundred eighty six (1806) days months after the Maturity Facility Termination Date, and (iviii) the final maturity and weighted average life to maturity of any such Senior Notes or Permitted Refinancing Debt does shall not mature sooner than be prior to the date that is one hundred eighty six (1806) days months after the Maturity Facility Termination Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.; and

Debt. The Parent and the Borrower will not, and will not permit Incur any of the Restricted Subsidiaries to, incur, create, assume or suffer to exist any Debt (including Acquired Debt, ) except: (a) if (i) the Notes or Consolidated Fixed Charge Coverage Ratio of the Borrower and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Indebtedness arising Debt, other than Debt Incurred under the Loan Documents ABL Facility, being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four Quarter Period had been Incurred and the proceeds thereof had been applied at the beginning of the Four Quarter Period, and any other Debt repaid (other than any revolving Debt) since the beginning of the Four Quarter Period had been repaid at the beginning of the Four Quarter Period, would be greater than 2.00 to 1.00 and (ii) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt; provided that the aggregate principal amount of such Debt incurred by Restricted Subsidiaries that are not Guarantors (other than Foreign Subsidiaries or Receivable Subsidiaries) does not exceed $35.0 million at any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.one time outstanding; and (b) any of the following: (i) Debt Incurred pursuant to any Specified Credit Facility in an aggregate principal amount not to exceed at any one time outstanding (x) the greater of (A) the sum of (1) $450,000,000550,000,000 and (2) the Incremental Cap and (B) the sum of (1) 50% of the book value of the inventory of the Borrower and its Restricted Subsidiaries existing on and (2) 75% of the date hereof that is reflected in accounts receivable of the Financial Statements Borrower and its Restricted Subsidiaries, minus (y) any Permitted Refinancing Debt in respect thereof amounts Incurred and outstanding pursuant to a Qualified Receivables Transaction permitted under clause (xvi) below; (ii) Debt under the 20202025 Notes and the 20232030 Notes outstanding on the ClosingAmendment No. 8 Effective Date and the contribution, indemnification and reimbursement obligations owed by the Borrower or any Guarantor to any of the other of them in respect of amounts paid or payable on such 20202025 Notes and 20232030 Notes; (iii) Guarantees of the 2020the 2025 Notes and the 20232030 Notes; (iv) Debt Incurred under this Agreement (including Sections 2.13, 2.14 and 2.15 (including Refinancing Equivalent Debt)) and under the other Loan Documents, or pursuant to Sections 2.14(d) and 2.14(e) in respect of any Permitted Acquisition Target Incremental Equivalent Debt, and any Refinancing Debt Incurred to refinance such Debt; (v) Debt owed by the Borrower to any Restricted Subsidiary, or by any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary; provided that (x) any such Debt owed by any Restricted Subsidiary that is not a Guarantor to the Borrower or any Guarantor shall be subject to Section 7.06 and (y) any such Debt owed by the Borrower or any Guarantor to any Restricted Subsidiary that is not a Guarantor shall be consist solely of Subordinated Debt and shall be subject to the Intercompany Subordination Agreement; (vi) Guarantees Incurred by the Borrower of Debt of a Restricted Subsidiary otherwise permitted to be Incurred under this Agreement; (vii) Guarantees by any Guarantor of Debt of the Borrower or any Guarantor; provided that (a) such Debt is Incurred in accordance with Section 7.02 hereof and (b) such Guarantees are subordinated to the Obligations to the same extent as the Debt being Guaranteed; (viii) Debt Incurred in respect of workers’ compensation claims and self-insurance obligations, and, for the avoidance of doubt, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, standby letters of credit, letters of credit for operating purposes and completion guarantees provided or Incurred (including Guarantees thereof) by the Borrower or a Restricted Subsidiary in the ordinary course of business; (ix) Debt under Swap Contracts and Hedging Obligations; (x) [reserved]; (xi) Debt of the Borrower or any Restricted Subsidiary pursuant to Capital Lease Obligations, Synthetic Lease Obligations and Purchase Money Debt, provided that the aggregate principal amount of such Debt outstanding at any time may not exceed the time greater of (x) $175.0350.0 million in the aggregate and (y) 6.0% of Consolidated Total Assets; (xii) Debt arising from agreements of the Borrower or a Restricted Subsidiary providing for indemnification, contribution, earnout, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or Equity Interests of a Restricted Subsidiary otherwise permitted under this Agreement; (xiii) the issuance by any of the Borrower’s Restricted Subsidiaries to the Borrower or to any of its Restricted Subsidiaries of shares of Preferred Interests; provided, however, that: (A) any subsequent issuance or transfer of Equity Interests that results in any such Preferred Interests being held by a Person other than the Borrower or a Restricted Subsidiary; and (B) any sale or other transfer of any such Preferred Interests to a Person that is not either the Borrower or a Restricted Subsidiary; shall be deemed, in each case, to constitute an issuance of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of Preferred Interests by such Restricted Subsidiary that was not permitted by this clause (iixiii), ; (Axiv) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result Debt arising from the incurrence honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Debt after giving effect on a pro forma basis to the incurrence is extinguished within five Business Days of such Incurrence; (xv) Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect or any Restricted Subsidiary not otherwise permitted pursuant to the incurrence of such Debtthis definition, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition. (c) Debt under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 150.0the greater of (x) $225.0 million and (y) 4.0% of Consolidated Total Assets at any one time outstanding.; (dxvi) Purchase Money Notes Incurred by any Receivable Subsidiary that is a Restricted Subsidiary in a Qualified Receivables Transaction and Non-Recourse Receivable Subsidiary Debt; (xvii) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower and or any Guarantor or between Guarantors Restricted Subsidiary to the extent permitted by Section 9.05(f); provided that the net proceeds thereof are promptly deposited to defease any debt securities; (ixviii) such Debt is not heldGuarantees in the ordinary course of business of the obligations of suppliers, assignedcustomers, transferred, negotiated or pledged to any Person other than franchisees and licensees of the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement.of its Restricted Subsidiaries; (fxix) endorsements Debt consisting of negotiable instruments for collection take-or-pay obligations on customary business terms contained in supply agreements entered into in the ordinary course of business.; (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (hxx) Debt consisting of the financing of insurance premiums incurred Clariant Masterbatches (Saudi Arabia) Ltd. in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt a principal amount not to exceed $100,000,000 in the aggregate at 7.0 million, including any one time outstandingGuarantees thereof; (xxi) Refinancing Debt with respect to Debt Incurred or outstanding pursuant to clauses (ii), (iii), (iv), (xx) and this clause (xxxxi);.

Debt. The Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries toCreate, incur, create, assume or suffer permit to exist any DebtDebt of any Obligated Group Member to any Person, except: except Debt consisting of (a) the Notes or other Indebtedness arising under the Loan Documents or Obligations of any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. Obligated Group Members , (b) (i) Purchase Money Debt incurred on or after the Closing Date by Obligated Group Members and Acquired Debt of a Person whose Equity Interests are acquired by any Obligated Group Member in a Permitted Acquisition that closed after the Borrower and its Restricted Subsidiaries existing Closing Date in an aggregate amount (exclusive of the amount of Acquired Debt incurred as permitted under clause (c) hereof) that does not exceed $50,000,000.00 during any Fiscal Year, (c) Acquired Debt of ▇▇▇▇▇▇ Trucking, Inc. that was in existence on the date hereof that is reflected in of the Financial Statements and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target of all of the issued and outstanding at the time shares of each class of common stock of ▇▇▇▇▇▇ Trucking, Inc., that was not incurred in connection with or in contemplation of such Permitted Acquisition and that is in an aggregate amount of not more $155,000,000.00 on the date of or at any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt time after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with is consummated, not more than $60,000,000.00 on or at any time after the 30th day following the date such Permitted Acquisition. Acquisition was consummated and not more than $0.00 on or at any time after the 90th day following the date such Permitted Acquisition was consummated, (cd) Debt under Capital Leases and purchase money financings Seller Earnout Obligations in an aggregate principal amount of not more than $20,000,000.00 to exceed $25,000,000 at any be paid by one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements more Obligated Group Members in connection with the operation Permitted Acquisition of all of the Midstream Properties. issued and outstanding shares of each class of common stock of ▇▇▇▇▇▇ Trucking, Inc., (e) intercompany Debt between the Borrower and any Guarantor owed by one Obligated Group Member to another Obligated Group Member, or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate 10,000,000.00 at any one time outstanding.. SECTION

Debt. The Parent and the Borrower Borrowers will not, and nor will not they permit any of the Restricted Subsidiaries Subsidiary (other than Spraysafe) to, create, incur, create, assume or suffer or permit to exist any Debt, including indebtedness for borrowed money or any indebtedness constituting the deferred portion of the purchase price of any property, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.Obligations; (b) Debt to suppliers and other trade creditors incurred in the ordinary course of business by a Borrower or any Subsidiary; (ic) Debt constituting the deferred purchase price of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and (iiequipment purchased or acquired as permitted by Section 6.2(b) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) so long as no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from be caused by the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition. (c) Debt under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding.thereof; (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with existence on the operation of the Midstream Properties. (e) intercompany Debt between the Borrower Closing Date and any Guarantor or between Guarantors to the extent permitted by Section 9.05(fdescribed on Schedule 6.1(d); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) so long as no Default or Event of Default has occurred and or be caused thereby, any renewals, extensions, or refinancings thereof, provided that, (i) advance written notice thereon is then continuing furnished to the Agent, and (Bii) the unpaid principal balance thereof is not increased in connection with any such renewal, extension, or refinancing and any such renewal, extension or refinancing; (e) so long as no Default or Event of Default has occurred or would result from be caused thereby, (i) Inter-Company Debt in existence as of the Closing Date (and described on Schedule 6.1(e)) and subject to the terms, conditions, and restrictions of the Subordination Agreement, and (ii) InterCompany Debt incurred after the Closing Date so long as the parties involved in connection with the transaction whereby such Inter-Company Debt is issued shall execute and deliver a joinder to the Subordination Agreement (in form and substance satisfactory to the Agent), pursuant to which such Inter-Company Debt shall be subject to the terms, conditions, and restrictions of the Subordination Agreement; (f) Subordinated Debt so long as no Default or Event of Default has occurred or would be caused the incurrence thereof; (g) Debt in the form of such Senior Notes or Permitted Refinancing Debtunsecured revolving lines of credit under which (i) trade letters of credit and bankers' acceptance may be issued, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, maximum credit availability thereunder does not have any scheduled principal amortization prior to exceed Ten Million Dollars ($10,000,000) in the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness.aggregate; and (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course event that the ▇▇▇▇▇ Brothers Loan is repaid in full after the Closing Date, and so long as no Default or Event of businessDefault has occurred or would be caused by the incurrence thereof, term Debt in a principal amount of up to Seven Million Five Hundred Thousand Dollars ($7,500,000) incurred by CPVC to repay or replace the ▇▇▇▇▇ Brothers Loan (the "▇▇▇▇▇ Brothers Replacement Loan"); provided, however, CPVC and the other Borrowers shall have first provided the Lenders with a reasonable opportunity to provide the ▇▇▇▇▇ Brothers Replacement Loan through a term loan facility to be made available to the Borrowers pursuant to a modification hereto and on terms and conditions which are mutually satisfactory to the Lenders, the Agent, and the Borrowers. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.

Debt. The Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, incur, create, assume Become or suffer to exist remain obligated for any Debt, exceptexcept for: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.to Banks hereunder; (b) current unsecured trade, utility or non-extraordinary accounts payable arising in the ordinary course of Company’s or any Subsidiary’s businesses; (c) the Existing Senior Notes and all Future Debt, together with any Permitted Refinancing of any thereof; provided that any Future Debt and any Debt issued pursuant to a Permitted Refinancing of the Existing Senior Notes or a Permitted Refinancing of any Future Debt shall comply with the following conditions: (i) such Debt shall have a term extending at least beyond the Revolving Credit Maturity Date then in effect, with an amortization schedule not greater than level amortization to maturity; (ii) such Debt shall be (x) unsecured, or (y) to the extent secured by the Collateral, (A) secured on a pari passu or junior basis, in respect of the Borrower Collateral, with the Indebtedness hereunder, (B) subject to an intercreditor agreement containing terms reasonably acceptable to Agent, which may be by means of a joinder to the Intercreditor Agreement, and its Restricted Subsidiaries existing (C) the Company shall have delivered to Agent a Borrowing Base Certificate demonstrating that the Company would be in compliance with the Borrowing Base Limitation if such Debt were outstanding as of the last day of the month most recently ended; (iii) both immediately before and immediately after such additional Debt is incurred, no Default or Event of Default (whether or not related to such new Debt, and taking into account the incurring of such new Debt) has occurred and is continuing; (d) Subordinated Debt (together with any Permitted Refinancing thereof), provided, however, that on the date hereof that any such Debt is reflected in incurred, no Default or Event of Default (whether or not related to such additional Debt, and taking into account the Financial Statements incurring of such additional Debt) shall have occurred and be continuing; (e) Debt (and any Permitted Refinancing thereof) secured by Liens permitted under Section 8.6(b), not to exceed an aggregate amount at any time outstanding (determined, in each case, when such Debt in respect thereof is incurred) equal to the greater of (i) Seventy-Five Million Dollars ($75,000,000) and (ii) 10% of the Company’s Consolidated Tangible Net Worth; (f) such other Debt of set forth in Schedule 8.5A and Schedule 8.5B attached hereto, if any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and (in addition to any other matters set forth in this Section 8.5), together with any Permitted Refinancing of any thereof; (g) (x) Debt in respect thereofof (i) Intercompany Loans and advances by the Company to any Domestic Subsidiary that is a Guarantor (or any Person that concurrently with such Intercompany Loans or advances becomes a Domestic Subsidiary that is a Guarantor) or by any Domestic Subsidiary to the Company or another Domestic Subsidiary that is a Guarantor, if, in or by any Domestic Subsidiary or the case of this clause Company to a Domestic Subsidiary that is not a Guarantor (ii), (Aor any Person that concurrently with such Intercompany Loans or advances becomes a Domestic Subsidiary that is not a Guarantor) made while no Default or Event of Default has occurred and is then continuing, continuing (B) no Default or Event of Default would result from the incurrence of such Debt both before and after giving effect thereto), provided, however, that any such Intercompany Loan shall be evidenced by and funded under an Intercompany Note, and provided further that “Domestic Subsidiary” as used in this clause (i) shall exclude any Excluded Subsidiary, (ii) Intercompany Loans and advances by the Domestic Reinsurance Subsidiary to the Company or any Domestic Subsidiary, (iii) Intercompany Loans and advances to a Foreign Subsidiary existing immediately prior to the Effective Date and disclosed on Schedule 8.8 hereto, (iv) Intercompany Loans and advances (on a pro forma subordinated basis in relation to the incurrence Indebtedness on substantially the basis set forth in the form of such Debt (Intercompany Note, attached hereto) by any Excluded Subsidiary or Foreign Subsidiary to the Company, another Foreign Subsidiary or a Domestic Subsidiary other than any Excluded Subsidiary; provided that any Intercompany Loans or advances by a Foreign Subsidiary shall not be required to be evidenced by an Intercompany Note and any concurrent repayment of Debt with Intercompany Loans or advances to a Foreign Subsidiary shall not be required to be subordinated to the proceeds of such incurrenceIndebtedness (v) Intercompany Loans and advances by any Excluded Subsidiary, if any)or any Foreign Subsidiary to any Excluded Subsidiary or any Foreign Subsidiary, (Cvi) the Parent Intercompany Loans and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect advances made to the incurrence of such DebtDomestic Reinsurance Subsidiary that are permitted under Section 8.8(d)(vii), and (Dvii) any Intercompany Loans or advances made pursuant to the restructuring of ownership of the Company’s Subsidiaries to the extent necessary, upon formation, to meet minimum capitalization requirements (y) any Permitted Refinancing of any Debt in clause (x); (h) Debt under, and secured by assets transferred pursuant to, a Permitted Securitization, whether or not attributable to the Company under GAAP; (i) Debt arising under Hedging Agreements entered into by the Company and Permitted Guaranties thereof; and (j) other Debt in an amount not to exceed in the aggregate for the Company and its Subsidiaries at any time outstanding, the sum of Ten Million Dollars ($10,000,000), which Debt shall be unsecured except to the extent of any Lien permitted under Section 8.6(e) hereof; (i) Debt of any Person that becomes a Subsidiary after the date hereof pursuant to a Permitted Acquisition; provided that such Debt was Indebtedness exists at the time such Person becomes a Subsidiary and is not incurred by such Permitted Acquisition Target created in contemplation of or in connection with such Permitted Acquisition. (c) Debt under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) such Debt is not heldPerson becoming a Subsidiary, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any Permitted Refinancing of any Debt under clause (i); (l) Guaranty Obligations permitted under Section 8.4; (m) Debt owed to (including obligations in respect of letters of credit or bank Guarantee Obligations or similar instruments for the benefit of) any Person providing workers’ compensation, health, disability or other employee benefits (whether to current or former employees) or property, casualty or liability insurance or self-insurance in respect of such items, or other Debt shall be subordinated with respect to reimbursement-type obligations regarding workers’ compensation claims, health, disability or other employee benefits (whether current or former) or property, casualty or liability insurance; (n) Debt arising from the Indebtedness on terms set forth honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds and cash management obligations in the Guaranty and Security Agreement.ordinary course of business; and (fo) endorsements Debt in respect of negotiable instruments for collection performance bonds, bid bonds, appeal bonds, surety bonds and completion Guarantee Obligations and similar obligations, in each case, provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.

Debt. The Parent Holdings and the Borrower will shall not, and will shall not permit any of the its Restricted Subsidiaries to, incur, create, assume incur or suffer to exist maintain any Debt, except:other than the following Debt (collectively, “Permitted Debt”): (a) the Notes or other Indebtedness arising Debt of Borrower, Holdings and any of its Restricted Subsidiaries under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.(including pursuant to Sections 2.6 and 2.7); (b) (i) Debt of the Borrower and its Restricted Subsidiaries existing described on the date hereof that is reflected in the Financial Statements Schedule 8.12 and any Permitted Refinancing Debt in respect thereof and (ii) any intercompany Debt outstanding on the Closing Date; (i) Capital Leases and purchase money Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any Permitted Acquisition Target outstanding Equipment held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that, at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of Borrower, Holdings and its Restricted Subsidiaries as at the last day of the Test Period ended on or prior to the date that such Permitted Acquisition Debt was incurred shall not exceed the greater of (x) $50,000,000 and (y) 9.0% of Consolidated Total Assets; (d) Debt of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or another Restricted Subsidiary that is not an Obligor, (B) any Restricted Subsidiary that is not an Obligor owing to Holdings or any Obligor; provided that the aggregate amount of Debt incurred under this clause (d)(B) is permitted to be incurred as an Investment pursuant to Section 8.11 or (C) any Obligor that is owing to Holdings or any Restricted Subsidiary that is not an Obligor; provided that the Debt incurred under this clause (d)(C) shall be subject to the Subordinated Intercompany Note; (e) Debt incurred under Hedge Agreements entered into by a Borrower or Restricted Subsidiary of Holdings in the ordinary course of business and not for speculative purposes; (f) Guaranties by Holdings and its Restricted Subsidiaries in respect of Debt of the Borrower or any Restricted Subsidiary otherwise permitted under this Agreement; provided that (i) if the Debt being guaranteed is Subordinated Debt, such Guaranties shall be subordinated in right of payment to the Guaranty of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Subordinated Debt and (ii) no Guaranty by any Restricted Subsidiary of any Debt of an Obligor shall be permitted unless such Restricted Subsidiary shall have also provided a Guaranty of the Obligations; (i) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds; provided that such Debt is extinguished within five Business Days of its incurrence and (ii) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased or rented in the ordinary course of business; (h) Debt of any Obligor owing to any other Obligor; (i) Debt of any Obligor or Restricted Subsidiary in respect of (i) performance bonds, completion guarantees, surety bonds, appeal bonds, bid bonds, other similar bonds, instruments or obligations, in each case provided in the ordinary course of business (including to secure workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations), but excluding any of the foregoing issued in respect of or to secure Debt for Borrowed Money; (ii) Debt owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty, liability, or other insurance to any Obligor or any of its Restricted Subsidiaries, so long as the amount of such Debt is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Debt is incurred and such Debt is outstanding only during such year, (iii) Cash Management Obligations and other Debt in respect of netting services, ACH arrangements, overdraft protection and other arrangements arising under standard business terms of any bank at which any Obligor or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or in connection with Deposit Accounts incurred in the ordinary course or (iv) Debt consisting of accommodation Guaranties for the benefit of trade creditors of any Obligor or any Subsidiary issued by such Obligor or Subsidiary in the ordinary course of business; (j) Debt incurred under this clause (j) and then outstanding in an aggregate principal amount, measured at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, not to exceed the greater of (x) $30,000,000 and (y) 4.5% of Consolidated Total Assets as of the last day of the Test Period most recently ended on or prior to the date such Debt was incurred and any Permitted Refinancing Debt in respect thereof; (k) Debt (x) representing deferred compensation, ifseverance and health and welfare retirement benefits to current and former employees, directors, consultants, partners, members, contract providers, independent contractors or other service providers of Holdings (or any Parent Entity thereof), the Borrower and the Restricted Subsidiaries incurred in the ordinary course of business or (y) consisting of indemnities, obligations in respect of earn outs or other purchase price adjustments, or similar obligations created, incurred or assumed in connection with Permitted Acquisitions, other Investments and the Disposition of any business, assets or Stock permitted hereunder, other than Guaranties incurred by any Person acquiring all or any portion of such business, assets or Stock for the purpose of financing such acquisition; (l) Debt consisting of (x) obligations of Holdings (or any Parent Entity thereof), the Borrower or the Restricted Subsidiaries under deferred compensation arrangements to their employees, directors, partners, members, consultants, independent contractors or other service providers, (y) other similar arrangements incurred by such Persons in connection with Permitted Acquisitions or (z) any other Investment permitted under Section 8.11; (m) Debt consisting of promissory notes issued by the Restricted Subsidiaries to their current or former officers, directors, partners, members, and employees and their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes to finance the retirement, acquisition, repurchase, purchase or redemption of Stock of Holdings (or any Parent Entity or the Borrower) in each case permitted by Section 8.10; (n) Debt consisting of (i) the financing of insurance premiums or (ii) take or pay obligations entered into in the ordinary course of business; (i) Debt incurred by an Obligor or any of its Restricted Subsidiaries pursuant to transactions permitted under Section 8.18 and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that the aggregate amount of Debt incurred under this clause (ii), o) shall not exceed the greater of (Ax) no Default $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 Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis prior to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) date such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition.incurred; (cp) Debt of any Restricted Subsidiary that is not an Obligor incurred under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. this clause (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(fp); provided that (i) such Debt is not heldguaranteed by any Obligor, assigned(ii) the holder of such Debt does not have, transferreddirectly or indirectly, negotiated or pledged any recourse to any Person Obligor, whether by reason of representations or warranties, agreement of the parties, operation of law or otherwise, (iii) such Debt is not secured by any assets other than assets of such Restricted Subsidiary and its Subsidiaries and (iv) the aggregate amount of Debt incurred under this clause (p) shall not exceed the greater of (x) $10,000,000 and 2.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 financials most recently delivered on or prior to such date of incurrence); (q) if no Debt is outstanding in reliance on, and no commitments to advance Debt that would be Debt incurred in reliance on, Section 8.12(r) of this Agreement, Debt of the Borrower or any Restricted Subsidiary; so long as (x) in the case of secured Debt, 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 Guarantor Senior Secured Net Leverage Ratio, calculated on a Pro Forma Basis as of the last date of the Test Period most recently ended on or prior to the incurrence of such secured Debt, that is no greater than 4.00:1.00 and (iiy) any such Debt shall 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 subordinated 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 Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements incurrence of negotiable instruments for collection in the ordinary course of business. (g) such unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereofDebt, that is no greater than 5.00:1.00; provided that (iA) at any secured Debt incurred pursuant to clause (x) hereof may only be secured by a first priority security interest in the time Fixed Asset Collateral and/or a second priority security interest in the Current Asset Collateral, (B) if such Debt will be secured by assets that do not also secure the Obligations prior to the incurrence of incurring such Senior Notes or Permitted Refinancing Debt, as a condition to the permissibility of the incurrence of such Debt under this clause (Aq), Collateral Agent shall be granted a Lien on such assets to secure the Obligations, (C) the holder of any such debt that is secured Debt (or an agent or representative in respect thereof) shall have entered into the Intercreditor Agreement or another customary intercreditor agreement in form and substance reasonably satisfactory to the Collateral Agent and the Borrower (providing, among other things, that the Liens on the Current Asset Collateral securing such Debt or other obligations shall rank junior to the Collateral Agent’s Liens on the Current Asset Collateral and any Liens on Fixed Asset Collateral to secure such Debt may rank senior to the Collateral Agent’s Liens on the Fixed Assets Collateral), (D) no Default or Event of Default has occurred and is then continuing or would result therefrom, (E) the borrower and guarantors with respect to such Debt shall only be the Obligors (or if any other Person is a borrower or guarantor in respect of such Debt, such other Person shall become a Guarantor hereunder and under the other Loan Documents pursuant to Section 8.22), (F) the maturity of such Debt shall be no earlier than 6 months following the latest Stated Termination Date in effect at the time such debt is entered into and (BG) such Debt shall not provide for amortization payments (other than up to 5.0% per annum of the principal amount thereof) and in the case of the Debt permitted under this clause (q), any Refinancing Debt in respect thereof; (r) if no Debt is outstanding in reliance on, and no commitments to advance Debt that would be Debt incurred in reliance on, Section 8.12(q) of this Agreement, Debt of Borrower and the Guarantors under the Term Loan Documents; provided, that (i) in no event shall the aggregate principal amount of Debt at any time outstanding in reliance on this clause (r) exceed the Fixed Asset Cap (as defined in the Initial Intercreditor Agreement on the First Amendment Effective Date), (ii) the holder of any such debt that is secured Debt (or an agent or representative in respect thereof) shall have entered into the Intercreditor Agreement or another customary intercreditor agreement in form and substance reasonably satisfactory to the Collateral Agent and the Borrower (providing, among other things, that the Liens on the Current Asset Collateral securing such Debt or other obligations shall rank junior to the Collateral Agent’s Liens on the Current Asset Collateral and any Liens on Fixed Asset Collateral to secure such Debt may rank senior to the Collateral Agent’s Liens on the Fixed Assets Collateral), (iii) such Debt hereof may only be secured by a first priority security interest in the Fixed Asset Collateral and/or a second priority security interest in the Current Asset Collateral, (iv) if such Debt will be secured by assets that do not also secure the Obligations prior to the incurrence of such Debt, as a condition to the permissibility of the incurrence of such Debt under this clause (r), Collateral Agent shall be granted a Lien on such assets to secure the Obligations, (v) no Default or Event of Default is then continuing or would result from therefrom, (vi) the incurrence borrower and guarantors with respect to such Debt shall only be the Obligors (or if any other Person is a borrower or guarantor in respect of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on such other Person shall become a pro forma basis Guarantor hereunder and under the other Loan Documents pursuant to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if anySection 8.22), (iivii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance maturity of such Senior Notes, Debt shall be no earlier than 6 months following the latest Stated Termination Date in effect at the time such debt is entered into and (iiiviii) such Senior Notes or Permitted Refinancing Debt, as applicable, does Debt shall not have any scheduled principal provide for amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions payments (other than customary change up to 5.0% per annum of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness.principal amount thereof); (hs) Debt consisting of the financing of insurance premiums Guaranties incurred in the ordinary course of business.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 permitted 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 Section 8.16(b).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; (ju) Debt arising under the Secured Equify Loan Documents (as in effect on the Closing Date and/or as subsequently amended, restated, modified, or supplemented to the extent permitted hereunder (other than amendments or modifications that would increase the principal amount of such Debt not to exceed $100,000,000 (other than through interest that is paid in kind) beyond the principal balance outstanding on the Closing Date)) and, in each case, any Refinancing Debt in respect thereof; and (v) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (u) above. For purposes of determining compliance with this Section 8.12, in the aggregate at 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 time outstandingor, 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.

Debt. The Parent and the Borrower will shall not, and will shall not permit any of the its Restricted Subsidiaries to, incur, create, assume incur or suffer to exist maintain any Debt, except: other than the following Debt (collectively, “Permitted Debt”): (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) (i) Debt of the Borrower and any of its Restricted Subsidiaries existing under the Loan Documents (including pursuant to Sections 2.6 and 2.7); (b) Debt (i) described on the date hereof that is reflected in the Financial Statements Schedule 8.12 and any Permitted Refinancing Debt in respect thereof and (ii) that is intercompany Debt of any Permitted Acquisition Target outstanding at on the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause Restatement Effective Date; (iic), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition. (ci) Debt under Capital Leases and purchase money financings Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any Equipment held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise) and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that, at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of the Borrower as at the last day of the Test Period ended on or prior to the date that such Debt was incurred shall not exceed the greater of (x) $50,000,000 and (y) 9.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (c) [reserved]; (d) Debt of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or another Restricted Subsidiary that is not an Obligor, (B) any Restricted Subsidiary that is not an Obligor owing to Holdings or any Obligor; provided that the aggregate amount of Debt incurred under this clause (d)(B) is permitted to be incurred as an Investment pursuant to Section 8.11 or (C) any Obligor that is owing to Holdings or any Restricted Subsidiary that is not an Obligor; provided that the Debt incurred under this clause (d)(C) shall be subject to the Subordinated Intercompany Note; (e) Debt incurred under Hedge Agreements entered into by a Borrower or Restricted Subsidiary; (f) Guaranties by the Borrower and its Restricted Subsidiaries in respect of Debt of the Borrower or any Restricted Subsidiary otherwise permitted under this Agreement; provided that (i) if the Debt being guaranteed is Subordinated Debt, such Guaranties shall be subordinated in right of payment to the Guaranty of the Obligations on terms at least as favorable to the Lenders as those contained in the 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; (g) (i) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds; provided that such Debt is extinguished within five Business Days of its incurrence and (ii) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased or rented in the ordinary course of business; 120 EXHIBIT 10.1 (h) Debt of any Obligor owing to any other Obligor; (i) Debt of any Obligor or Restricted Subsidiary in respect of (i) performance bonds, completion guarantees, surety bonds, appeal bonds, bid bonds, bankers’ acceptances, warehouse receipts, letters of credit or other similar bonds, instruments or obligations, in each case provided in the ordinary course of business, including Debt evidenced by letters of credit issued in the ordinary course of business to support the insurance or self-insurance (to the extent such self-insurance is permitted hereunder) obligations of any Obligor or any of its Restricted Subsidiaries (including to secure workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations), but excluding any of the foregoing issued in respect of or to secure Debt for Borrowed Money; (ii) Debt owed to 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 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 at any one time outstanding. and (dy) 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 associated with bonds (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 surety 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 required by Governmental Requirements 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 operation 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 121 EXHIBIT 10.1 (i) Debt incurred by an Obligor or any of its Restricted Subsidiaries pursuant to transactions permitted under Section 8.18 and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that the aggregate amount of Debt incurred under this clause (o) shall not exceed the greater of (x) $25,000,000 and (y) 4.5% of Consolidated Total Assets as of the Midstream Properties. (e) intercompany Debt between last day of the Borrower and any Guarantor Test Period most recently ended on or between Guarantors prior to the extent permitted by date such Debt was incurred (measured as of the date such Debt was incurred based upon the Section 9.05(f6.2 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 heldguaranteed by Holdings or any Obligor, assigned(ii) the holder of such Debt does not have, transferreddirectly or indirectly, negotiated or pledged any recourse to any Person 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 Guarantor Senior Secured Net Leverage Ratio, calculated on a Pro Forma Basis as of the last date of the Test Period most recently ended on or prior to the incurrence of such secured Debt, that is no greater than 2.50:1.00 and (iiy) any such Debt shall 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 subordinated 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 Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements incurrence of negotiable instruments for collection in the ordinary course of business. (g) such unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereofDebt, that is no greater than 3.50:1.00; provided that (iA) any secured Debt incurred pursuant to clause (x) hereof may only be secured by a first priority security interest in the Fixed Asset Collateral and any fee-owned real property and/or a second priority security interest in the Current Asset Collateral and (B) the holder of such Debt (or an agent or representative in respect thereof) shall have entered into the Intercreditor Agreement or another customary intercreditor agreement in form and substance reasonably satisfactory to the Collateral Agent and the Borrower; (r) [reserved]; (r) so long as, at the time of incurring such Senior Notes or Permitted Refinancing Debtincurrence and after giving Pro Forma Effect thereto, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable(x) (i) Capital Leases and purchase money Debt incurred to finance the acquisition, after giving effect on construction, repair, replacement, lease or improvement of any Equipment held for sale or lease or any fixed or capital assets (whether pursuant to a pro forma basis to the incurrence of such Senior Notes loan, a Capital Lease or Permitted Refinancing Debt (otherwise) and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) any Refinancing Debt incurred to Refinance such Debt and (y) (i) Specified Capital Leases and (ii) any Refinancing Debt incurred to Refinance such Specified Capital Leases; provided that, at the Parent time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this Section 8.12(r) and then-outstanding of the Borrower are in pro forma compliance with and the financial covenants contained in Section 9.01 after giving effect to Restricted Subsidiaries as at the issuance last day of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness.122 EXHIBIT 10.1 (hi) unsecured Debt consisting in respect of obligations of the financing Borrower or any Restricted Subsidiary to pay the deferred purchase price of insurance premiums 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. business and not in connection with the borrowing of money and (iii) unsecured Debt in respect of intercompany obligations of the Borrower or any Restricted Subsidiary in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and not in connection with the borrowing of money; (u) Debt permitted arising from the taking of deposits by a Restricted Subsidiary that constitutes a regulated bank; and (v) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (u) above. For purposes of determining compliance with this Section 8.16(b). (j) other Debt not to exceed $100,000,000 8.12, in the aggregate at 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 time outstandingor 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.

Debt. The Parent and the Borrower will not, and will not permit Neither any Obligated Party nor any of the Restricted its Subsidiaries to, incur, create, assume shall incur or suffer to exist maintain any Debt, except: other than: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. Obligations; (b) Subordinated Debt, including the Subordinated Term Loan Debt; (c) Debt described on Schedule 6.9 (as such Schedule may be amended by delivery to the Agent from time to time of a revised schedule to reflect the incurrence of Unrestricted Debt); (d) Unrestricted Debt to the extent described on Schedule 6.9 (as such Schedule may be amended by delivery to the Agent from time to time); (e) Capital Leases of Equipment and purchase money secured Debt incurred to purchase Equipment; provided that: (i) Debt of Liens securing the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis same attach only to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to Equipment acquired by the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition. (c) Debt under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any the aggregate amount of such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (including Capital Leases) outstanding does not exceed Five Hundred Thousand Dollars ($500,000) at any time; (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes Debt evidencing a refunding, refinancing, replacement, renewal, or extension of the Parent or Debt described on Schedule 6.9 (as such Schedule may be amended by delivery to the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereofAgent from time to time of a revised schedule to reflect the incurrence of Unrestricted Debt); provided that that: (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and principal amount thereof is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), not increased; (ii) the Parent and Liens, if any, securing such refunded, refinanced, replaced, renewed, or extended Debt do not attach to any assets in addition to those assets, if any, securing the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect Debt to the issuance of such Senior Notesbe refunded, refinanced, replaced, renewed, or extended; (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date no Person that is one hundred eighty (180) days after not an obligor or guarantor of such Debt as of the Maturity Date, Closing Date shall become an obligor or guarantor thereof; and (iv) the terms of such Senior Notes refunding, refinancing, replacement, renewal, or Permitted Refinancing Debt does not mature sooner extension are no less favorable to the Obligated Parties, the Agent, or the Lenders than the date that is one hundred eighty (180) days after the Maturity Date, original Debt; and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (ig) Debt permitted by pursuant to Section 8.16(b)7.12. (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.

Debt. The Parent and the Borrower will shall not, and will shall not permit any of the Restricted its Subsidiaries to, at any time create, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising Debt under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Related Documents.; (b) (i) Debt of the Borrower incurred pursuant to the First Mortgage Indenture and certain loan agreements and promissory notes identified on Exhibit D prior to or as of the Closing Date, so long as before and immediately after the Closing Date, the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected are in the Financial Statements compliance with Section 7.14 and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from otherwise be caused thereby; (c) Additional Debt of the incurrence of such Borrower or any Subsidiary incurred after the Closing Date (including, without limitation, additional Debt after giving effect under the First Mortgage Indenture or the loan agreements and promissory notes identified on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if anyExhibit D), (C) the Parent so long as before and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 immediately after giving effect to the incurrence of such Debt, the Borrower and (D) such Debt was not incurred by such Permitted Acquisition Target its Subsidiaries are in connection compliance with such Permitted Acquisition. (c) Debt under Capital Leases Section 7.14 and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding.no Event of Default would otherwise be caused thereby; (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties.Borrower arising under any Hedging Transaction in accordance with ▇▇▇▇▇▇▇▇’s Hedging Contract Policies covering a notional amount not to exceed the face amount of outstanding Debt; (e) intercompany Debt between Guaranties of any Subsidiary of the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than of obligations of the Borrower or a Guarantor and (ii) arising under any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement.Hedging Transaction; (f) endorsements Guaranties by the Borrower of negotiable instruments for collection various obligations of any of its Subsidiaries in the connection with any transaction arising in connection with its ordinary course of business.business as conducted on the Closing Date or as otherwise permitted to be conducted pursuant to Section 7.04; and (g) unsecured Senior Notes Guaranties of the Parent Borrower or any Subsidiary of the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if anypermitted by clauses (b), (iic) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in or (d) of this Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness7.13. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.

Debt. The Parent and the Borrower will shall not, and will shall not permit any of the its Restricted Subsidiaries to, incur, create, assume incur or suffer to exist maintain any Debt, except:other than the following Debt (collectively, “Permitted Debt”): (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) (i) Debt of the Borrower and any of its Restricted Subsidiaries existing under the Loan Documents (including pursuant to Sections 2.6 and 2.7); (b) Debt (i) described on the date hereof that is reflected in the Financial Statements Schedule 8.12 and any Permitted Refinancing Debt in respect thereof and (ii) that is intercompany Debt of any Permitted Acquisition Target outstanding at on the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition.Agreement Date; (ci) Debt under Capital Leases and purchase money financings in an Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any Equipment held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that, at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of the Borrower as at the last day of the Test Period ended on or prior to the date that such Debt was incurred shall not exceed the greater of (x) $50,000,000 and (y) 9.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to exceed $25,000,000 at any one time outstanding.such date of incurrence); (d) Debt associated with bonds 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 to be incurred as an Investment pursuant to Section 8.11 or surety obligations required by Governmental Requirements in connection with (C) any Obligor that is owing to any Restricted Subsidiary that is not an Obligor; provided that the operation of Debt incurred under this clause (d)(C) shall be subject to the Midstream Properties.Subordinated Intercompany Note; (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted incurred under Hedge Agreements entered into by Section 9.05(f); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the a Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.Restricted Subsidiary;

Debt. The Parent Holdings and the Borrower will shall not, and will shall not permit any of the its Restricted Subsidiaries to, incur, create, assume incur or suffer to exist maintain any Debt, except:other than the following Debt (collectively, “Permitted Debt”): (a) the Notes or other Indebtedness arising Debt of Borrower, Holdings and any of its Restricted Subsidiaries under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.(including pursuant to Sections 2.6 and 2.7); (b) (i) Debt of the Borrower and its Restricted Subsidiaries existing described on the date hereof that is reflected in the Financial Statements Schedule 8.12 and any Permitted Refinancing Debt in respect thereof and (ii) any intercompany Debt outstanding on the Closing Date; (i) Capital Leases and purchase money Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any Permitted Acquisition Target outstanding Equipment held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that, at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of Borrower, Holdings and its Restricted Subsidiaries as at the last day of the Test Period ended on or prior to the date that such Permitted Acquisition Debt was incurred shall not exceed the greater of (x) $50,000,000 and (y) 9.0% of Consolidated Total Assets; (d) Debt of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or another Restricted Subsidiary that is not an Obligor, (B) any Restricted Subsidiary that is not an Obligor owing to Holdings or any Obligor; provided that the aggregate amount of Debt incurred under this clause (d)(B) is permitted to be incurred as an Investment pursuant to Section 8.11 or (C) any Obligor that is owing to Holdings or any Restricted Subsidiary that is not an Obligor; provided that the Debt incurred under this clause (d)(C) shall be subject to the Subordinated Intercompany Note; (e) Debt incurred under Hedge Agreements entered into by a Borrower or Restricted Subsidiary of Holdings in the ordinary course of business and not for speculative purposes; (f) Guaranties by Holdings and its Restricted Subsidiaries in respect of Debt of the Borrower or any Restricted Subsidiary otherwise permitted under this Agreement; provided that (i) if the Debt being guaranteed is Subordinated Debt, such Guaranties shall be subordinated in right of payment to the Guaranty of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Subordinated Debt and (ii) no Guaranty by any Restricted Subsidiary of any Debt of an Obligor shall be permitted unless such Restricted Subsidiary shall have also provided a Guaranty of the Obligations; (i) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds; provided that such Debt is extinguished within five Business Days of its incurrence and (ii) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased or rented in the ordinary course of business; (h) Debt of any Obligor owing to any other Obligor; (i) Debt of any Obligor or Restricted Subsidiary in respect of (i) performance bonds, completion guarantees, surety bonds, appeal bonds, bid bonds, other similar bonds, instruments or obligations, in each case provided in the ordinary course of business (including to secure workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations), but excluding any of the foregoing issued in respect of or to secure Debt for Borrowed Money; (ii) Debt owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty, liability, or other insurance to any Obligor or any of its Restricted Subsidiaries, so long as the amount of such Debt is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Debt is incurred and such Debt is outstanding only during such year, (iii) Cash Management Obligations and other Debt in respect of netting services, ACH arrangements, overdraft protection and other arrangements arising under standard business terms of any bank at which any Obligor or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or in connection with Deposit Accounts incurred in the ordinary course or (iv) Debt consisting of accommodation Guaranties for the benefit of trade creditors of any Obligor or any Subsidiary issued by such Obligor or Subsidiary in the ordinary course of business; (j) Debt incurred under this clause (j) and then outstanding in an aggregate principal amount, measured at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, not to exceed the greater of (x) $30,000,000 and (y) 4.5% of Consolidated Total Assets as of the last day of the Test Period most recently ended on or prior to the date such Debt was incurred and any Permitted Refinancing Debt in respect thereof; (k) Debt (x) representing deferred compensation, ifseverance and health and welfare retirement benefits to current and former employees, directors, consultants, partners, members, contract providers, independent contractors or other service providers of Holdings (or any Parent Entity thereof), the Borrower and the Restricted Subsidiaries incurred in the ordinary course of business or (y) consisting of indemnities, obligations in respect of earn outs or other purchase price adjustments, or similar obligations created, incurred or assumed in connection with Permitted Acquisitions, other Investments and the Disposition of any business, assets or Stock permitted hereunder, other than Guaranties incurred by any Person acquiring all or any portion of such business, assets or Stock for the purpose of financing such acquisition; (l) Debt consisting of (x) obligations of Holdings (or any Parent Entity thereof), the Borrower or the Restricted Subsidiaries under deferred compensation arrangements to their employees, directors, partners, members, consultants, independent contractors or other service providers, (y) other similar arrangements incurred by such Persons in connection with Permitted Acquisitions or (z) any other Investment permitted under Section 8.11; (m) Debt consisting of promissory notes issued by the Restricted Subsidiaries to their current or former officers, directors, partners, members, and employees and their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes to finance the retirement, acquisition, repurchase, purchase or redemption of Stock of Holdings (or any Parent Entity or the Borrower) in each case permitted by Section 8.10; (n) Debt consisting of (i) the financing of insurance premiums or (ii) take or pay obligations entered into in the ordinary course of business; (i) Debt incurred by an Obligor or any of its Restricted Subsidiaries pursuant to transactions permitted under Section 8.18 and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that the aggregate amount of Debt incurred under this clause (ii), o) shall not exceed the greater of (Ax) no Default $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 Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis prior to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) date such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition.incurred; (cp) Debt of any Restricted Subsidiary that is not an Obligor incurred under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. this clause (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(fp); provided that (i) such Debt is not heldguaranteed by any Obligor, assigned(ii) the holder of such Debt does not have, transferreddirectly or indirectly, negotiated or pledged any recourse to any Person 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 a Guarantor and any Restricted Subsidiary; so long as (iix) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements case of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that secured Debt, (i) at the time of incurring 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 Senior Notes or Permitted Refinancing secured Debt, that is no greater than 4.00:1.00 or (ii) if incurred within six months following the Closing Date, such secured Debt does not exceed $275,000,000 and (y) in the case of unsecured Debt, at the time of incurrence thereof and after giving Pro Forma Effect thereto and the use of proceeds thereof, the Borrower would be in compliance with a Total Net Leverage Ratio, calculated on a Pro Forma Basis as of the last date of the Test Period most recently ended on or prior to the incurrence of such unsecured Debt, that is no greater than 5.00:1.00; provided that (A) 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/or a second priority security interest in the Current Asset Collateral, (B) if such Debt will be secured by assets that do not also secure the Obligations prior to the incurrence of such Debt, as a condition to the permissibility of the incurrence of such Debt under this clause (q), Collateral Agent shall be granted a Lien on such assets to secure the Obligations, (C) the holder of any such debt that is secured Debt (or an agent or representative in respect thereof) shall have entered into the Intercreditor Agreement or another customary intercreditor agreement in form and substance reasonably satisfactory to the Collateral Agent and the Borrower (providing, among other things, that the Liens on the Current Asset Collateral securing such Debt or other obligations shall rank junior to the Collateral Agent’s Liens on the Current Asset Collateral and any Liens on Fixed Asset Collateral to secure such Debt may rank senior to the Collateral Agent’s Liens on the Fixed Assets Collateral), (D) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from therefrom, (E) the incurrence borrower and guarantors with respect to such Debt shall only be the Obligors (or if any other Person is a borrower or guarantor in respect of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on such other Person shall become a pro forma basis Guarantor hereunder and under the other Loan Documents pursuant to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if anySection 8.22), (iiF) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance maturity of such Senior Notes, Debt shall be no earlier than 6 months following the latest Stated Termination Date in effect at the time such debt is entered into and (iiiG) such Senior Notes or Permitted Refinancing Debt, as applicable, does Debt shall not have any scheduled principal provide for amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions payments (other than customary change up to 5.0% per annum of control the principal amount thereof) and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness.case of the Debt permitted under this clause (q), any Refinancing Debt in respect thereof; (hr) Debt consisting of the financing of insurance premiums [reserved]; (s) Guaranties incurred in the ordinary course of business.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 permitted 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 Section 8.16(b).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; (ju) Debt arising under the Secured Equify Loan Documents (as in effect on the Closing Date and/or as subsequently amended, restated, modified, or supplemented to the extent permitted hereunder (other than amendments or modifications that would increase the principal amount of such Debt not to exceed $100,000,000 (other than through interest that is paid in kind) beyond the principal balance outstanding on the Closing Date)) and, in each case, any Refinancing Debt in respect thereof; and (v) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (u) above. For purposes of determining compliance with this Section 8.12, in the aggregate at 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 time outstandingor, 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.

Debt. The Parent and the Borrower will notshall not create or incur or allow to be created, and will not incurred or exist, or permit any of the Restricted Subsidiaries toits subsidiaries to create or incur or allow to be created, incurincurred or exist, create, assume or suffer to exist any Debt, exceptexcept each of the following forms of Debt, individually and not in the aggregate: (a) accounts payable incurred or created in the Notes or other Indebtedness arising under the Loan Documents or any guaranty ordinary course of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.Borrower’s business; (b) (i) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected incurred or created in the Financial Statements ordinary course of Borrower’s business and which does not exceed $5,000,000 in the aggregate (which shall not include any Permitted Refinancing Debt described in respect thereof clauses (c) and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (iid), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition.; (c) Debt under Capital Leases incurred or created solely for the purpose of financing the acquisition of property (other than real property), leasehold improvements and purchase money financings equipment for use in an aggregate principal amount Borrower’s business and which does not to exceed $25,000,000 at any one time outstanding.15,000,000 in the aggregate; (d) Debt associated with bonds or surety which is junior and subordinate in right of payment to Borrower’s obligations required by Governmental Requirements to Lender under the Loan Documents (“Junior Debt”) so long as, prior to the creation of such Junior Debt, unless such Junior Debt is described in connection with clauses (a) through (c) above, Lender has consented in writing to such Junior Debt (such consent not to be unreasonably withheld), and Lender and the operation holder of such Junior Debt have entered into a subordination agreement in form and substance reasonably satisfactory to Lender providing for the subordination of the Midstream Properties.Junior Debt to the obligations of Borrower under the Loan Documents; and (e) intercompany Debt between existing on the Restatement Date and set forth on Schedule 6.03(e) attached hereto. For the avoidance of doubt, Schedule 6.03(e) includes a true and complete list and description of all Debt of Borrower and existing on the Restatement Date, regardless of whether any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b)clauses (a) through (d) above. (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.

Debt. The Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries toNot create, incur, create, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.; (b) Debt secured by Liens permitted by Section 11.2(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed US$100,000 or the Canadian Dollar Equivalent Amount thereof; (ic) unsecured Debt of owing by the Borrower and its Restricted Subsidiaries existing on to any other Loan Party or unsecured Debt owing by any other Loan Party to the date hereof Borrower; provided that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, continuing and provided further that any such unsecured Debt (B) no Default or Event other than unsecured Debt of Default would result from the incurrence of such Debt after giving effect on a pro forma basis Borrower owing to the incurrence Company) shall be evidenced by a demand promissory note in the form of such Debt (Exhibit H attached hereto and any concurrent repayment of Debt with pledged and delivered to the proceeds of such incurrenceAdministrative Agent pursuant to the Collateral Documents as additional collateral security for the Obligations, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of obligations under such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition. (c) Debt under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt demand note shall be subordinated to the Indebtedness on terms set forth Obligations hereunder in a manner reasonably satisfactory to the Guaranty Administrative Agent; (d) unsecured Subordinated Debt to Persons (other than Debt owing by a Loan Party to any other Loan Party or any Affiliate thereof) in an amount at any time outstanding not to exceed US$1,500,000 or the Canadian Dollar Equivalent Amount thereof; (e) Hedging Obligations approved by the Administrative Agent and Security Agreement.incurred in favour of a Lender or an Affiliate thereof (other than any Hedging Agreement existing as of the Closing Date, which can be with any Person) for bona fide hedging purposes and not for speculation; (f) endorsements Debt existing on the date hereof described on Schedule 9.26 and any extension, renewal or refinancing thereof so long as neither the principal amount thereof is increased, the weighted average life to maturity decreased or, if secured, any additional collateral is granted as security therefor; (g) [INTENTIONALLY DELETED]; (h) unsecured Contingent Liabilities arising with respect to customary indemnification obligations in favour of negotiable instruments sellers in connection with Permitted Acquisitions and purchasers in connection with dispositions permitted under Section 11.4; (i) up to US$500,000 or the Canadian Dollar Equivalent Amount thereof at any time outstanding of Acquired Debt assumed in Permitted Acquisitions; (j) unsecured Debt in respect of bid, performance or surety, appeal or similar bonds issued for collection the account of and completion guarantees provided by the Borrower in the ordinary course of business.; (gk) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result arising from the incurrence honouring by a bank or other financial institution of such Senior Notes a check, draft or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred similar instrument inadvertently drawn against insufficient funds in the ordinary course of business.; provided, however, that such Debt is extinguished within five Business Day of incurrence; and (il) Debt permitted by Section 8.16(b).arising in connection with endorsement of instruments for deposit in the ordinary course of business; (jm) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding[INTENTIONALLY DELETED].

Debt. The Parent and the Borrower will not, and will Such Loan Party shall not permit any of the Restricted Subsidiaries to, incur, create, assume incur or suffer to exist maintain any Debt, exceptother than: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.Obligations; (b) Debt described on Schedule 7.15; (c) Debt evidencing a refunding, renewal or extension of the Debt described on Schedule 7.15; provided that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed or extended Debt of do not attach to any assets in addition to those assets, if any, securing the Borrower and its Restricted Subsidiaries existing on the date hereof Debt to be refunded, renewed or extended, (iii) no Person that is reflected in not a Loan Party or guarantor of such Debt immediately prior to such refinancing shall become a Loan Party or guarantor thereof, and (iv) the Financial Statements terms of such refunding, renewal or extension are no less favourable to such Loan Party, the Agent or the Lenders than the original Debt; (d) Capital Leases of Fixed Assets and purchase money secured Debt incurred to purchase Fixed Assets provided that (i) Liens securing the same attach only to the Fixed Assets acquired by the incurrence of such Debt (and proceeds thereof) and (ii) the aggregate principal amount of such Debt (including Capital Leases and any such Debt described on Schedule 7.15) of all Loan Parties outstanding does not exceed the greater of (A) 2.0% of Consolidated Net Tangible Assets and (B) U.S.$15,000,000 at any time; (e) (i) intercompany Debt permitted under the definition of Permitted Refinancing Debt in respect thereof Investments, and (ii) Debt of any Loan Party to any Parent Company (provided that same is Subordinated Debt), to the Borrower or to any other Loan Party; (f) Subordinated Debt; (g) Debt in respect of the Bridge Facility, in the original principal amount of U.S.$570,000,000 plus any accrued pay-in-kind interest, capitalized interest, accrued interest, fees, discounts, premiums and expenses, in each case, in respect thereof; (h) Guarantees permitted by Section 7.14; (i) Debt under, or reimbursement obligations in respect of, letters of credit and bankers acceptances issued for performance, surety, appeal or indemnity bonds or with respect to workers’ compensation claims or other statutory obligations; (j) Debt arising from netting services, overdraft protection, cash management services and otherwise in connection with deposit, securities and commodities accounts in the ordinary course of business; (k) Debt that is unsecured (other than by a Lien qualifying as a Permitted Acquisition Target outstanding Lien) in respect of workers’ compensation claims, bank guarantees, warehouse receipts or similar facilities, property casualty or liability insurance, take-or-pay obligations in supply arrangements, self-insurance obligations, performance, bid and surety bonds and completion guaranties, in each case in the ordinary course of business; (l) Debt arising from agreements providing for indemnification related to sales of goods or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or permitted disposition of any business, assets or Subsidiary; (m) Subordinated Debt issued in lieu of cash payments of Distributions permitted by Section 7.12; (n) Debt constituting a Permitted Investment (including obligations (contingent or otherwise) of any Loan Party existing or arising under any Hedge Agreement or other unsecured hedge arrangements, provided that such obligations are (or were) entered into by such Loan Party in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, currency translation or property held or reasonably anticipated to be held by such Loan Party, or changes in the value of securities issued by such Person, and not for purposes of speculation and as otherwise permitted by Section 7.31; (o) Debt owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company in the ordinary course of business; (p) Subordinated Debt of any Person that becomes a Loan Party after the Closing Date as part of an acquisition, merger or consolidation or amalgamation or other Investment not prohibited hereunder, which Subordinated Debt exists at the time of such Permitted Acquisition and any Permitted Refinancing acquisition, merger or consolidation or amalgamation or other Investment; provided that (a) such Subordinated Debt in respect thereof, if, in exists at the case of this clause (ii), (A) no Default or Event of Default has occurred time such Person becomes a Loan Party and is then continuing, (B) no Default not created in contemplation of or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Person becoming a Loan Party (except to the extent such Indebtedness refinanced other Indebtedness to facilitate such Person becoming a Loan Party), (b) the aggregate principal amount of Subordinated Debt permitted by this clause (p) and Section 7.15(q) shall not at any one time outstanding exceed the greater of (i) 2.0% of Consolidated Net Tangible Assets and (ii) U.S.$15,000,000 at any time and (c) such Debt is not guaranteed in any respect by any Loan Party; (q) Subordinated Debt incurred to finance any acquisition or other Permitted AcquisitionInvestment in an aggregate amount for all such Subordinated Debt together with the aggregate principal amount of Indebtedness permitted by Section 7.15(p) not to exceed the greater of (i) 2.0% of Consolidated Net Tangible Assets and (ii) U.S.$15,000,000 at any time; (i) Debt representing deferred compensation or post retirement obligations to current or former officers, directors, consultants or employees (or their transferees, estates, or beneficiaries under their estates) of any Loan Party incurred in the ordinary course of business and (ii) Debt consisting of obligations of any Loan Party under deferred compensation or other similar arrangements incurred in connection with the Transactions and any Permitted Investment; (s) Debt that is unsecured and undertaken in connection with cash management and related activities with respect to any joint venture in the ordinary course of business, and (ii) Debt of any joint venture (regardless of the form of legal entity) that is not a Subsidiary arising in the ordinary course of business in connection with the cash management operations (including in respect of intercompany arrangements) of the Loan Parties. (ct) Following the Permitted Bridge Refinancing Date, additional Debt under Capital Leases and purchase money financings of any Loan Party in an aggregate principal amount not to exceed $25,000,000 the greater of (i) U.S.$15,000,000 at any one time outstanding., and (ii) 2.0% of Consolidated Net Tangible Assets; (du) Debt in respect of Taxes being contested in good faith and in accordance with laws or to the extent not constituting amounts due and owing but which are required to be accrued as liabilities on the Financial Statements in accordance with GAAP; and (v) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors asset retirement and remediation liabilities to the extent permitted by Section 9.05(f); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged constituting amounts due and owing but which are required to any Person other than be accrued as liabilities on the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth Financial Statements in the Guaranty and Security Agreementaccordance with GAAP. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.

Debt. The Parent and the Borrower will notCreate or suffer to exist, and will not or permit any of the Restricted its Subsidiaries to, incur, create, assume to ---- create or suffer to exist exist, 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: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) (i) Debt of the Borrower and its Restricted Subsidiaries existing described on the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and Exhibit D hereto; (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, Line contemplated hereby; (iii) purchase money obligations which are secured by security interests in the case of this clause (ii), (A) no Default equipment or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debtfixtures so acquired, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition. (c) Debt under Capital Leases capital leases entered into for the use and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation acquisition of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) such Debt is not heldequipment, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes , and guarantees of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereofsuch Debt; provided that (i) at the time such security interests shall not extend to other assets of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, its Subsidiaries; (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums trade debt incurred in the ordinary course of business.business and on normal and customary trade terms; (iv) Debt permitted arising out of the issuance of letters of credit issued by Section 8.16(b).Bank or with the consent of Bank, in support of Borrower or its Subsidiaries; (jvi) other 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 Borrower to its Subsidiaries or incurred by Subsidiaries to the Borrower; and (viii) Debt secured by the cash surrender value of life insurance policies owned by the Borrower, whether or not to exceed $100,000,000 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 the aggregate at any one time outstandingliquid marketable securities.

Debt. The Parent and the Borrower will not, and will not permit Neither any Obligated Party nor any of the Restricted its Subsidiaries to, incur, create, assume shall incur or suffer to exist maintain any Debt, exceptother than: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.Obligations; (b) (i) the Debt of the Borrower and its Restricted Subsidiaries existing described on the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition.Schedule 6.8; (c) Debt under Capital Leases and purchase money financings money-secured Debt incurred to purchase Fixed Assets, Inventory located outside the U.S. and other assets (other than Inventory located in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(fU.S.); provided that (i) the Liens securing such Capital Leases and purchase money secured Debt is not heldshall attach only to the Fixed Assets, assigned, transferred, negotiated or pledged to any Person Inventory located outside the U.S. and other assets (other than Inventory located in the Borrower or a Guarantor U.S.) acquired by the incurrence of such Capital Leases and purchase money secured Debt, (ii) the aggregate amount of such Capital Leases and purchase money secured Debt shall not exceed $50,000,000 at any time and (iii) prior to the purchase of any Real Estate with such purchase money secured Debt, the Borrowers shall provide the Agent with environmental reports related to such Real Estate that are reasonably acceptable to the Agent; (d) Debt evidencing a refunding, renewal, or extension of the Debt described in clause (b) and clause (c) preceding, provided that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed, or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed, or extended, (iii) no Person that is not initially an obligor or guarantor of such Debt shall be subordinated to become an obligor or guarantor thereof, and (iv) the Indebtedness on terms set forth of such refunding, renewal, or extension are, in the Guaranty and Security Agreement.Agent’s reasonable discretion, no less favorable to such Obligated Party, the Agent, or the Lenders than the original Debt; AMENDED AND RESTATED CREDIT AGREEMENT (fe) endorsements of negotiable instruments Debt owing by an Obligated Party to another Obligated Party for collection intercompany loans and advances made for working capital in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided provided, however, that (i) the net, aggregate principal amount of all intercompany loans and advances made by any one or more of the Borrowers to and owed by any one or more of the Guarantors and at the any time of incurring such Senior Notes or Permitted Refinancing Debt, outstanding shall not exceed $10,000,000 (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence exclusive of such Senior Notes or Permitted Refinancing Debtloans and advances to and owed by Savannah Foods & Industries, as applicable, after giving effect on a pro forma basis to Inc. and exclusive of the incurrence effects of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if anyDiamond Crystals Brand Sale), (ii) all such loans and advances made to and owed by any Guarantor shall be evidenced by promissory notes and shall be secured by Liens on all of the Parent and the Borrower property of such Guarantor (which are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect subordinated to the issuance Liens in favor of the Agent pursuant to the Guaranty Agreement executed by such Senior NotesGuarantor), which promissory notes and Liens shall be pledged and assigned to the Agent to secure the payment and performance of the Obligations, and (iii) all such Senior Notes loans and advances made to and owed by Savannah Foods & Industries, Inc. must be made in the ordinary course of business consistent with past practices; (f) Guaranties of Debt which are permitted under Section 7.12; (g) Debt under Hedge Agreements entered into in the ordinary course of business to transfer or Permitted Refinancing Debt, as applicable, does mitigate actual risks associated with the business of the Obligated Parties and not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness.for speculative purposes; (h) Debt consisting of ▇▇▇▇▇ Sugar owed to the financing of insurance premiums Commodity Credit Corporation and incurred in the ordinary course of business.business not exceeding $30,000,000 in aggregate principal amount at any time outstanding, provided that such Debt is wholly non-recourse to ▇▇▇▇▇ Sugar and the other Obligated Parties and is secured only by Permitted CCC Liens and the documentation evidencing and governing such Debt and Liens is in form and substance reasonably satisfactory to the Agent (provided that such documentation in the form previously provided to the Agent prior to the Closing Date is satisfactory to the Agent for purposes of this clause (h)); (i) unsecured Debt permitted by Section 8.16(b).incurred in the ordinary course of business to finance the payment of insurance premiums not exceeding $10,000,000 in aggregate principal amount at any time outstanding; and (j) other unsecured Debt not to exceed $100,000,000 incurred in the ordinary course of business not exceeding $25,000,000 in aggregate principal amount at any one time outstanding.

Debt. The Parent and the Borrower will not, and nor will not it permit any of the Restricted Subsidiaries other Credit Party to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness Obligations arising under the Loan Documents., or Cash Management Agreements or the Secured Swap Agreements; (b) (i) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition. (c) Debt under Capital Leases and purchase money financings in an or that constitutes Purchase Money Indebtedness; provided that the aggregate principal amount not to exceed $25,000,000 of all Debt described in this Section 9.02(b) at any one time outstanding.outstanding shall not exceed $50,000,000; (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (ec) intercompany Debt between the Borrower and any Guarantor other Credit Party or between Guarantors to the extent permitted by Section 9.05(f)Credit Parties; provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) Credit Party; and, provided further, that any such Debt owed by a Credit Party shall be subordinated to the Indebtedness Obligations on terms set forth in the Guaranty and Security Guarantee Agreement.; (fd) endorsements Debt constituting a Guarantee by a Credit Party of negotiable instruments for collection the Obligations; (e) other unsecured Debt not to exceed in the ordinary course aggregate at any one time outstanding, the greater of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at $75,000,000 and (ii) 2.0% of Total Assets; (i) Debt in respect of unsecured notes existing on the time Effective Date and listed on Schedule 9.02(f) and (ii) other Debt in respect of incurring such Senior Notes or Permitted Refinancing Debtunsecured notes; provided that, with respect to Debt incurred after the Effective Date, (A) no Default or Event Borrowing Base Deficiency exists at the time of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes Debt or Permitted Refinancing Debt, as applicable, would result therefrom (including after giving effect on a to any automatic reduction of the Borrowing Base pursuant to Section 2.06(e)), (B) after giving pro forma basis effect to the incurrence of such Senior Notes Debt, (x) the Leverage Ratio does not exceed 3.5 to 1.0 and (y) the Current Ratio is not less than 1.0 to 1.0, (C) such Debt does not require any scheduled amortization of principal or Permitted Refinancing Debt (and any concurrent repayment have a maturity date prior to 180 days after the Revolving Credit Maturity Date at the time of Debt with the proceeds incurrence of such incurrence, if any)Debt, (iiD) the Parent covenants and events of default contained in the Borrower documentation governing such Debt are (1) in pro forma compliance with the case of financial covenants, not more restrictive than the financial covenants contained of this Agreement and the other Loan Documents and (2) in Section 9.01 after giving effect to the issuance case of such Senior Notesother covenants and events of default, taken as a whole, not more restrictive than the corresponding terms of this Agreement and the other Loan Documents in each case as reasonably determined in good faith by the Borrower, (iiiE) the documents governing such Senior Notes or Permitted Refinancing Debt, as applicable, does Debt do not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have contain any mandatory prepayment or redemption Redemption provisions (other than customary change of control and or asset sale tender offer provisions) that which would require a mandatory prepayment or redemption Redemption of such Debt in priority to the Indebtedness.Loans and (F) such Debt does not prohibit prior repayment of the Obligations; (g) Debt which constitutes a Permitted Refinancing of Debt outstanding or incurred under Section 9.02(f); (h) Debt consisting incurred or deposits made by the Credit Parties (i) under worker’s compensation laws, unemployment insurance laws or similar legislation, (ii) in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which such Credit Party is a party, (iii) to secure public or statutory obligations of such Credit Party, and (iv) of cash or U.S. government securities made to secure the performance of statutory obligations, surety, stay, customs and appeal bonds to which such Credit Party is a party in connection with the operation of the financing of insurance premiums incurred Hydrocarbon Interests in the ordinary course of business.; and (i) Debt of any Credit Party assumed in connection with any acquisition permitted by Section 8.16(b)9.05 so long as such Debt is not incurred in contemplation of such acquisition, and any Permitted Refinancing thereof; provided that after giving pro forma effect to such acquisition and the assumption of such Debt, (i) the Leverage Ratio does not exceed 3.5 to 1.0 and (ii) the Current Ratio is not less than 1.0 to 1.0. (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.

Debt. The Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, incur, create, assume Become or suffer to exist remain obligated for any Debt, exceptexcept for: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.to Banks hereunder; (b) current unsecured trade, utility or non-extraordinary accounts payable arising in the ordinary course of Company’s or any Subsidiary’s businesses; (c) the Existing Senior Notes and all Future Debt, together with any Permitted Refinancing of any thereof; provided that any Future Debt and any Debt issued pursuant to a Permitted Refinancing of the Existing Senior Notes or a Permitted Refinancing of any Future Debt shall comply with the following conditions: (i) such Debt shall have a term extending at least beyond the Revolving Credit Maturity Date then in effect, with an amortization schedule not greater than level amortization to maturity; (ii) such Debt shall be (x) unsecured, or (y) to the extent secured by the Collateral, (A) secured on a pari passu or junior basis, in respect of the Borrower Collateral, with the Indebtedness hereunder, (B) subject to an intercreditor agreement containing terms reasonably acceptable to Agent, which may be by means of a joinder to the Intercreditor Agreement, and its Restricted Subsidiaries existing (C) the Company shall have delivered to Agent a Borrowing Base Certificate demonstrating that the Company would be in compliance with the Borrowing Base Limitation if such Debt were outstanding as of the last day of the month most recently ended; (iii) both immediately before and immediately after such additional Debt is incurred, no Default or Event of Default (whether or not related to such new Debt, and taking into account the incurring of such new Debt) has occurred and is continuing; (d) Subordinated Debt (together with any Permitted Refinancing thereof), provided, however, that on the date hereof that any such Debt is reflected in incurred, no Default or Event of Default (whether or not related to such additional Debt, and taking into account the Financial Statements incurring of such additional Debt) shall have occurred and be continuing; (e) unsecured Debt or Debt (including, without limitation, Capitalized Leases, capitalized portions of operating leases, purchase money obligations and mortgage financings) secured by Liens permitted under Section 8.6(b) (and any Permitted Refinancing thereof) not to exceed an aggregate amount at any time outstanding for all such Debt (determined, in respect thereof each case, when such Debt is incurred) equal to the greater of (i) Eighty-Five Million Dollars ($85,000,000) and (ii) Debt 10% of any Permitted Acquisition Target outstanding the Company’s Consolidated Tangible Net Worth (determined at the time such Debt becomes an obligation of the Company or any Subsidiary); (f) such Permitted Acquisition other Debt set forth in Schedule 8.5A and Schedule 8.5B attached hereto, if any (in addition to any other matters set forth in this Section 8.5), together with any Permitted Refinancing of any thereof; (g) (x) Debt in respect thereofof (i) Intercompany Loans and advances by the Company to any Domestic Subsidiary that is a Guarantor (or any Person that concurrently with such Intercompany Loans or advances becomes a Domestic Subsidiary that is a Guarantor) or by any Domestic Subsidiary to the Company or another Domestic Subsidiary that is a Guarantor, if, in or by any Domestic Subsidiary or the case of this clause Company to a Domestic Subsidiary that is not a Guarantor (ii), (Aor any Person that concurrently with such Intercompany Loans or advances becomes a Domestic Subsidiary that is not a Guarantor) made while no Default or Event of Default has occurred and is then continuing, continuing (B) no Default or Event of Default would result from the incurrence of such Debt both before and after giving effect thereto), provided, however, that any such Intercompany Loan shall be evidenced by and funded under an Intercompany Note, and provided further that “Domestic Subsidiary” as used in this clause (i) shall exclude any Excluded Subsidiary, (ii) Intercompany Loans and advances by the Domestic Reinsurance Subsidiary to the Company or any Domestic Subsidiary, (iii) Intercompany Loans and advances to a Foreign Subsidiary existing immediately prior to the Effective Date and disclosed on Schedule 8.8 hereto, (iv) Intercompany Loans and advances (on a pro forma subordinated basis in relation to the incurrence Indebtedness on substantially the basis set forth in the form of such Debt (Intercompany Note, attached hereto) by any Excluded Subsidiary or Foreign Subsidiary to the Company, another Foreign Subsidiary or a Domestic Subsidiary other than any Excluded Subsidiary; provided that any Intercompany Loans or advances by a Foreign Subsidiary shall not be required to be evidenced by an Intercompany Note and any concurrent repayment of Debt with Intercompany Loans or advances to a Foreign Subsidiary shall not be required to be subordinated to the proceeds of such incurrenceIndebtedness (v) Intercompany Loans and advances by any Excluded Subsidiary, if any)or any Foreign Subsidiary to any Excluded Subsidiary or any Foreign Subsidiary, (Cvi) the Parent Intercompany Loans and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect advances made to the incurrence of such DebtDomestic Reinsurance Subsidiary that are permitted under Section 8.8(d)(vii), and (Dvii) such any Intercompany Loans or advances made pursuant to the restructuring of ownership of the Company’s Subsidiaries to the extent necessary, upon formation, to meet minimum capitalization requirements (y) any Permitted Refinancing of any Debt was in clause (x); (h) Debt under, and secured by assets transferred pursuant to, a Permitted Securitization, whether or not attributable to the Company under GAAP; (i) Debt arising under Hedging Agreements entered into by the Company and Permitted Guaranties thereof; and (j) Debt incurred or to be incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition. (c) Debt under Capital Leases and purchase money financings Company or a wholly-owned Subsidiary of Company, in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements 13,000,000, in connection with the operation acquisition of the Midstream Properties.real property and secured by such real property and Related Real Property Assets; (ei) intercompany Debt between of any Person that becomes a Subsidiary after the Borrower and any Guarantor or between Guarantors date hereof pursuant to the extent permitted by Section 9.05(f)a Permitted Acquisition; provided that (i) such Debt IndebtednessDebt exists at the time such Person becomes a Subsidiary and is not heldcreated in contemplation of or in connection with such Person becoming a Subsidiary, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any Permitted Refinancing of any Debt under clause (i); (l) GuarantyGuarantee Obligations permitted under Section 8.4; (m) Debt owed to (including obligations in respect of letters of credit or bank Guarantee Obligations or similar instruments for the benefit of) any Person providing workers’ compensation, health, disability or other employee benefits (whether to current or former employees) or property, casualty or liability insurance or self-insurance in respect of such items, or other Debt shall be subordinated with respect to reimbursement-type obligations regarding workers’ compensation claims, health, disability or other employee benefits (whether current or former) or property, casualty or liability insurance; (n) Debt arising from the Indebtedness on terms set forth honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds and cash management obligations in the Guaranty and Security Agreement.ordinary course of business (including, for the avoidance of doubt, all Banking Product Obligations); and (fo) endorsements Debt in respect of negotiable instruments for collection performance bonds, bid bonds, appeal bonds, surety bonds and completion Guarantee Obligations and similar obligations, in each case, provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.

Debt. The Parent and the Borrower will shall not, and will shall not permit any of the Restricted its Subsidiaries to, to incur, create, assume or suffer permit to exist any Debt, except: (ai) any Debt existing at the Notes time such Person becomes a Subsidiary of the Borrower not incurred in contemplation of such event or other Indebtedness arising under (ii) any Debt of any Person existing at the Loan Documents time such Person is merged or any guaranty consolidated with or into the Borrower or a Subsidiary of or suretyship arrangement for the Notes or other Indebtedness arising under Borrower; provided in each case of the Loan Documents.foregoing clauses (i) and (ii), that such Debt is not incurred in contemplation of such event; (b) any Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring, leasing, subleasing, improving, constructing, repairing, maintaining, or installing any asset (iincluding Capitalized Lease Obligations) in an aggregate principal amount, together with the aggregate principal amount of any other Debt outstanding pursuant to this Section 7.08(b), not to exceed $50,000,000 at any time outstanding; provided that such Debt is incurred concurrently with or within one hundred eighty (180) days (or such later period as may be agreed by the Lender) after completion of the acquisition, lease, sublease, improvement, construction, repair, maintenance, or installation thereof; (c) any Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and or any Permitted Refinancing Subsidiary pursuant to a Swap Contract entered into for non-speculative purposes; (d) (i) any Debt in respect thereof and created hereunder or (ii) Debt existing or committed on the Closing Date and set forth on Schedule 7.08; (e) any Debt owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of) any Permitted Acquisition Target outstanding at person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the time Borrower or any Subsidiary, pursuant to reimbursement or indemnification obligations to such person, in each case in the ordinary course of business; (f) any Debt owed to the Borrower or a Subsidiary of the Borrower; (g) any Debt incurred to (i) finance insurance premiums in the ordinary course of business in an aggregate principal amount not to exceed the amount of such Permitted Acquisition and insurance premiums or (ii) or take or pay obligations contained in supply arrangements, in the ordinary course of business; (h) any Permitted Refinancing Debt in respect thereofof performance bonds, ifbid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (i) any Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds or other cash management services, in each case incurred in the ordinary course of this clause business; (iij) any Debt in respect of letters of credit, bank guarantees, warehouse receipts or similar instruments issued to support performance obligations and trade letters of credit (other than obligations in respect of other Debt) in the ordinary course of business; (k) any Debt in respect of cash collateralized letters of credit; (l) any Debt arising from agreements of the Borrower or any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations (including earn-outs), in each case, incurred or assumed in connection with any investments or dispositions of any business, assets or a Subsidiary; (Am) no Default any Debt incurred in the ordinary course of business in respect of obligations of the Borrower or Event any Subsidiary to pay the deferred purchase price of Default has occurred goods or services or progress payments in connection with such goods and is then continuingservices; 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 or any Swap Contract; (n) any Debt representing deferred compensation to employees, consultants or independent contractors of the Borrower or any Subsidiary incurred in the ordinary course of business; (Bo) no Default or Event obligations in respect of Default would result from the incurrence of such Debt after giving effect on a pro forma basis any agreement to provide to the incurrence of such Debt Borrower or any Subsidiary cash management services for collections, treasury management services (including controlled disbursement, overdraft, automated clearing house fund transfer services, return items and any concurrent repayment of Debt with the proceeds of such incurrence, if anyinterstate depository network services), any demand deposit, payroll, trust or operating account relationships, commercial credit cards, merchant card, purchase or debit cards, non-card e-payables services, and other cash management services, including electronic funds transfer services, lockbox services, stop payment services and wire transfer services; (Cp) the Parent and any Debt consisting of obligations of the Borrower are or any Subsidiary under deferred compensation or other similar arrangements incurred by such Person in pro forma compliance connection with any investment; (q) any Debt issued in escrow pursuant to customary escrow arrangements pending the financial covenants contained release thereof; (r) other Debt in Section 9.01 an aggregate outstanding amount not in excess of $25,000,000 at any one time outstanding; (s) any secured Debt of the Borrower or any Subsidiary in an aggregate principal amount that, immediately after giving effect to the incurrence of such DebtDebt and the use of proceeds thereof, together with the aggregate principal amount of any other Debt outstanding pursuant to this Section 7.08(s), would not exceed the sum of (i) $2,000,000,000 (plus any interest paid in-kind in an aggregate amount not to exceed $70,000,000 in respect of Debt incurred pursuant to (or classified or reclassified under) this clause (s)) (including the outstanding principal amount of any Debt outstanding under the Senior Notes that has not been classified or reclassified under any other clause of this Section 7.08) plus (ii) [reserved] plus (iii) any remaining available amount of Debt that may be incurred pursuant to Section 7.08(t)(i); provided that Debt incurred pursuant to this clause (iii) may only be used to incur (x) Debt owing to (A) the United States Department of Energy Loan Programs Office, (B) any other Governmental Authority of the United States, or (C) any financial institution acting as an administrator, facilitator, agent, trustee, servicer, conduit, instrumentality or similar capacity with respect to any entity referred to in clauses (A) or (B), for purposes of financing construction of a semiconductor device fabrication facility, a semiconductor materials manufacturing facility and/or a campus of the Borrower or any Subsidiary and (D) such Debt was not incurred by such Permitted Acquisition Target any security provided in connection with such Permitted Acquisition.financing will be limited to the project facilities and other related properties, assets, shares of and all assets of the entity established for holding such project facilities and other related properties and assets, and an unsecured parent guaranty of Borrower (provided that if any such parent guaranty issued by Borrower is secured, the Lender and the Borrower will promptly discuss in good faith for Lender providing consent to such secured guaranty), and/or (y) with the written consent of the Lender (such consent not to be unreasonably withheld, conditioned or delayed), (A) Debt secured solely by any of the Saarland Assets and/or the Siler City Assets and/or the equity interests in any Person that directly owns such pledged assets (and in each case, any immaterial incidental assets related to the foregoing) and/or (B) Capital Lease Obligations arising out of a sale and leaseback transaction of any of the Saarland Assets and/or the Siler City Assets and the pledge of equity interests in any Person that owns the assets subject to such Capital Lease Obligations; (ct) any unsecured Debt of the Borrower or any Subsidiary in an aggregate principal amount that, immediately after giving effect to the incurrence of such Debt and the use of proceeds thereof, together with the aggregate principal amount of any other Debt outstanding pursuant to this Section 7.08(t), would not exceed the sum of (i) $1,000,000,000, plus (ii) any remaining available amount of Debt that may be incurred pursuant to Section 7.08(s) plus (iii) an unlimited amount provided that after giving effect thereto (and any related transaction) on a pro forma basis the Consolidated Total Leverage Ratio as of the last day of the most recently ended Test Period is no greater than 4.00 to 1.00; (u) any secured Debt of the Borrower or any Subsidiary of any Grant Financing in an aggregate principal amount not to exceed €1,000,000,000 at any time outstanding; (v) any Guarantees of other Debt or other obligations permitted by this Agreement; (w) Guarantees of Debt under Capital Leases customer financing lines of credit entered into in the ordinary course of business; and (x) any Debt arising out of the refinancing, extension, renewal or refunding of any Debt permitted under clause (a), (b), (d), (r), (s), (t) or (u) of this Section 7.08 (“Refinanced Debt”); provided that, (i) the principal amount of such Refinanced Debt does not exceed the outstanding or committed principal amount of the Debt being refinanced (plus costs and purchase money financings accrued and unpaid interest, fees, premiums and expenses related thereto, at renewal and replacement), and (ii) except in the case of clauses (b) and (r), (x) the final maturity date of such Refinanced Debt is after the final maturity date of the Debt being refinanced and (y) the Weighted Average Life to Maturity of such Refinanced Debt (excluding customary amortization) is greater than or equal to the lesser of (1) the Weighted Average Life to Maturity of the Debt being refinanced and (2) the Weighted Average Life to Maturity of the Loans then outstanding; and (y) any CHIPS Act Funding in an aggregate principal amount not to exceed $25,000,000 750,000,000 at any one time outstanding. . For purposes of determining compliance with this Section 7.08, if the use of proceeds from any incurrence or issuance of Debt is to fund the repayment of any Debt, then such repayment shall be deemed to have occurred substantially simultaneously with such incurrence or issuance so long as (d1) such repayment occurs within one (1) Business Day of such incurrence or issuance and (2) the proceeds thereof are deposited with a trustee, agent or other representative for such Debt associated being repaid pending such repayment. For purposes of determining compliance with bonds this Section 7.08, the amount of any Debt denominated in any currency other than Dollars shall be calculated based on customary currency exchange rates in effect, in the case of such Debt incurred (in respect of term Debt) or surety obligations required by Governmental Requirements committed (in connection with the operation respect of the Midstream Properties. (erevolving Debt) intercompany Debt between the Borrower and any Guarantor on or between Guarantors prior to the extent permitted by Section 9.05(fClosing Date, on the Closing Date and, in the case of such Debt incurred or assumed (in respect of term Debt) or committed (in respect of revolving Debt) after the Closing Date, on the date that such Debt was incurred or assumed (in respect of term Debt) or committed (in respect of revolving Debt); provided that (i) if such Debt is not heldincurred, assigned, transferred, negotiated assumed or pledged committed to any Person refinance other Debt denominated in a currency other than Dollars (or in a different currency from the Borrower Debt being refinanced), and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the outstanding or a Guarantor and (ii) any committed principal amount of such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty being refinanced (plus costs and Security Agreement. (f) endorsements accrued and unpaid interest, fees, premiums and expenses related thereto, at renewal and replacement). Further, for purposes of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debtdetermining compliance with this Section 7.08, (A) no Default Debt need not be permitted solely by reference to one category of permitted Debt (or Event of Default has occurred and is then continuing and any portion thereof) described in Section 7.08 but may be permitted in part under any combination thereof, (B) no Default or Event in the event that an item of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and or any concurrent repayment portion thereof) meets the criteria of one or more of the categories of permitted Debt (or any portion thereof) described in Section 7.08, the Borrower may, in its sole discretion, classify or reclassify, or later divide, classify or reclassify (as if incurred at such later time), such item of Debt (or any portion thereof) in any manner that complies with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.this

Debt. The Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries toCreate, incur, create, assume or suffer to exist exist, or permit any Debtof its Restricted Subsidiaries to create, exceptincur, assume or suffer to exist, any Debt other than: (ai) in the Notes or other Indebtedness arising under case of the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising Borrower, (A) Debt under the Loan Documents., (bB) (i) Debt of the Borrower Permitted Debt, provided, that immediately before and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii)after giving effect thereto, (AI) no Default or Event of Default has shall have occurred and is then continuing, be continuing and (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (CII) the Parent and the Borrower are shall be in pro forma compliance (calculated based on the historical financial statements most recently furnished or required to be furnished pursuant to Section 5.01(i)) with the financial covenants contained set forth in Section 9.01 5.03, (C) Debt in respect of Hedge Agreements not entered into for speculative purposes and designed to hedge against fluctuation in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practice, (D) additional unsecured Debt (other than Debt of the type described in clause (j) of the definition of "Debt"), provided that at the time such Debt is incurred, (I) no Default shall have occurred and be continuing before or after giving effect to the incurrence of such Debt, (II) the maturity thereof is at least one year after the Termination Date in effect at the time of the incurrence of such Debt and any amortization thereof shall commence no earlier than such Termination Date, and (DIII) such the Borrower shall be in pro forma compliance (calculated based on historical financial statements most recently furnished or required to be furnished pursuant to Section 5.01(i)) with the covenants set forth in Section 5.03, and (E) other unsecured Debt was maturing prior to one year after the Termination Date incurred in the ordinary course of business aggregating not incurred by such Permitted Acquisition Target more than $15,000,000 at any time outstanding, provided, that immediately before and after giving effect thereto, (I) no Default shall have occurred and be continuing and (II) the Borrower shall be in pro forma compliance (calculated based on the historical financial statements most recently furnished or required to be furnished pursuant to Section 5.01(i)) with the covenants set forth in Section 5.03; (ii) in the case of the Borrower and its Restricted Subsidiaries, (A) Capitalized Leases (including in connection with sale-leaseback transactions) secured by Liens permitted by Section 5.02(a)(v) and Debt secured by Liens permitted by Section 5.02(a)(ii) and (x), provided that at the time such Permitted Acquisition.Debt is incurred, (ci) no Default shall have occurred and be continuing before or after giving effect to the incurrence of such Debt and (ii) the Borrower shall be in pro forma compliance (calculated based on historical financial statements most recently furnished or required to be furnished pursuant to Section 5.01(i)) with the covenants set forth in Section 5.03, (B) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (C) Debt under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements incurred in connection with the operation sale, transfer or other disposition of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor Vendor Loans, accounts receivable or between Guarantors royalty payments under license agreements pursuant to the extent permitted by Section 9.05(f5.02(e)(v); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has shall have occurred and is then be continuing and (B) no Default before or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes Debt and (ii) the Borrower shall be in pro forma compliance (calculated based on historical financial statements, most recently furnished or Permitted Refinancing required to be furnished pursuant to Section 5.01(i)) with the covenants set forth in Section 5.03), (D) Debt existing on the Effective Date and described on Schedule 4.01(u) hereto, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Debt, provided that the principal amount of such Existing 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, and (E) Debt consisting of any Investments permitted under Sections 5.02(g)(vi), (vii), (viii), (ix) and (x); provided, however, (i) no Default exists before or after giving effect to the incurrence of such Debt and (ii) the Borrower shall be in pro forma compliance (calculated based on historical financial statements, most recently furnished or required to be furnished pursuant to Section 5.01(i)) with the covenants set forth in Section 5.03; and (iii) in the case of the Borrower's Restricted Subsidiaries, (A) Debt owed to the Borrower or to a wholly owned Restricted Subsidiary of the Borrower, and (B) additional Debt (other than Debt secured by capital stock of the Borrower or any of its Restricted Subsidiaries) aggregating not more than $50,000,000 outstanding at any time; provided that at the time such Debt is incurred, (i) no Default shall have occurred and any concurrent repayment of Debt with be continuing before or after giving effect to the proceeds incurrence of such incurrence, if any)Debt, (ii) the Parent and the Borrower are shall be in pro forma compliance (calculated based on historical financial statements most recently furnished or required to be furnished pursuant to Section 5.01(i)) with the financial covenants contained set forth in Section 9.01 after giving effect to the issuance of such Senior Notes, 5.03 and (iii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of such Senior Notes or Permitted Refinancing Debt, as applicable, does not have Debt and of any scheduled principal amortization prior agreement entered into and of any instrument issued in connection therewith are no less favorable in any material respect to the date that is one hundred eighty (180) days after Borrower or the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner Lender Parties than the date that is one hundred eighty (180) days after the Maturity Date, terms and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change conditions of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtednessthis Agreement. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.

Debt. The Parent and the Borrower No Loan Party will, nor will not, and will not it permit any of the Restricted Subsidiaries Subsidiary to, create, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.Secured Obligations; (b) (i) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected and set forth in Schedule 9.1 (representing and evidencing only the Financial Statements and any Permitted Refinancing Debt in respect thereof and (ii) Debt existing letters of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition. (c) Debt under Capital Leases and purchase money financings credit set in an aggregate principal amount not exceeding $4,851,040.53); provided that such letters of credit will not be permitted beyond the earlier to exceed $25,000,000 at occur of (A) the return of all such letters of credit to ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇, N.A. or (B) 45 days from the Closing Date); (c) Debt of the Borrower to any one time outstanding.Loan Party and of any Loan Party to the Borrower or any other Loan Party; (d) Debt associated with bonds which represents extensions, renewals, refinancing or surety obligations required by Governmental Requirements in connection with replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the operation “Refinance Debt”) of any of the Midstream Properties. Debt described in clauses (eb) intercompany Debt between hereof (such Indebtedness being referred to herein as the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f“Original Debt”); provided that that, (i) such Refinance Debt is does not heldincrease the principal amount or interest rate of the Original Debt, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any Liens securing such Refinance Debt shall be subordinated are not extended to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements any additional property of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent any Loan Party or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior NotesSubsidiary, (iii) such Senior Notes no Loan Party or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date Subsidiary that is one hundred eighty (180) days after the Maturity Datenot originally obligated with respect to repayment of such Original Debt is required to become obligated with respect to such Refinance Debt, (iv) such Senior Notes or Permitted Refinancing Refinance Debt does not mature sooner than result in a shortening of the date that is one hundred eighty (180) days after the Maturity Dateaverage weighted maturity of such Original Debt, and (v) the terms of such Senior Notes or Permitted Refinancing Refinance Debt does are not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority less favorable to the Indebtedness. obligor thereunder than the original terms of such Original Debt and (hvi) if such Original Debt was subordinated in right of payment to the Secured Obligations, then the terms and conditions of such Refinance Debt must include subordination terms and conditions that are at least as favorable to Agent and the Lenders as those that were applicable to such Original Debt; (g) Debt consisting of the financing of insurance premiums owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business.; (ie) Debt permitted by Section 8.16(b).of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (jf) other Debt which would not to exceed $100,000,000 15,000,000 individually or in the aggregate at during any one time outstandingcalendar year; (g) Debt owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; and (h) Guarantees of the Borrower or any Guarantor in respect of Debt otherwise permitted hereunder of the Borrower or any other Guarantor.

Debt. The Parent and the Borrower will not, and will not permit any of the Restricted its Subsidiaries to, incurdirectly or indirectly, create, assume incur, assume, or suffer to exist otherwise become or remain directly or indirectly liable with respect to, any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.Debt incurred pursuant to this Agreement; (b) (i) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition.Material Subsidiary Guaranty; (c) Debt under in respect of Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding.Lease Obligations; (d) Debt associated with bonds or surety obligations required Contingent Obligations permitted by Governmental Requirements in connection with the operation of the Midstream Properties.Section 7.5; (e) intercompany Debt between the Borrower and its Subsidiaries may remain liable with respect to any Guarantor or between Guarantors to Debt of Borrower and its Subsidiaries existing on the extent permitted by Section 9.05(f)Closing Date (all of which Debt that consists of letters of credit and surety and performance bonds outstanding on the Closing Date and all other of such Debt that is in excess of $1,000,000 in outstanding principal amount is described in Schedule 7.1) and refinancing thereof; provided that such refinanced Debt shall be on terms no less favorable to Borrower (iother than in respect to market interest rate changes) such and its Subsidiaries than the Debt is being replaced and after giving effect thereto would not held, assigned, transferred, negotiated result in a Default or pledged Event of Default; (f) Borrower and its Subsidiaries may become and remain liable with respect to intercompany Debt; provided that all of the intercompany Debt of Borrower to any Person other than the Subsidiary of Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on Obligations in accordance with the terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business.Exhibit I; (g) unsecured Senior Notes Debt of the Parent any Person which becomes a Subsidiary of Borrower or the is merged into Borrower or any Subsidiary of Borrower in an amount permitted under Section 7.4(c); and any guarantees thereof and any unsecured Permitted Refinancing provided such Debt and any guarantees thereof; provided that (i) existed at the time such Person became a Subsidiary of incurring such Senior Notes Borrower or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.was so

Debt. The Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, incur, create, assume No Credit Party shall incur or suffer to exist maintain any Debt, except: other than: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. Obligations; (b) Debt described on Schedule 6.9; (ic) Capital Leases of Equipment and purchase money secured Debt of incurred to purchase Equipment provided that Liens securing the Borrower and its Restricted Subsidiaries existing on same attach only to the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from Equipment acquired by the incurrence of such Debt; (d) Debt after giving effect evidencing a refunding, renewal or extension of the Debt described on a pro forma basis Schedule 6.9; provided that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the incurrence Debt to be refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, and (and any concurrent repayment of Debt with iv) the proceeds terms of such incurrencerefunding, if any)renewal or extension are no less favorable to the Borrower, the Administrative Agent or the Lenders than the original Debt; (Ce) the Parent and obligations of the Borrower are in pro forma compliance with the financial covenants contained respect of Hedging Agreements entered into in Section 9.01 order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (f) Indebtedness owing by one Credit Party to another Credit Party; (g) other unsecured Debt if, after giving effect to the incurrence thereof, the Borrower has Availability of such Debtnot less than $15,000,000, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition. (ch) Debt under Capital Leases secured by Liens in the Collateral that are junior and purchase money financings in an aggregate principal amount not subordinate to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation Liens of the Midstream Properties. (e) intercompany Debt between Administrative Agent in the Collateral on terms and conditions satisfactory to the Required Lenders in their reasonable credit judgment, if, after giving effect to the incurrence thereof, the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) such Debt is has Availability of not held, assigned, transferred, negotiated or pledged to any Person other less than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business$15,000,000. (g) unsecured Senior Notes by amending and restating Sections 7.22, 7.23 and 7.24 of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, Credit Agreement as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.follows:

Debt. The Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, incur, create, assume Create or suffer to exist exist, or permit any DebtSubsidiary to create or suffer to exist, exceptany Debt other than: (ai) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.Obligations; (b) (i) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and (ii) Debt owed to the Borrower or to a wholly owned (other than directors’ qualifying shares) Subsidiary of the Borrower; (iii) Debt existing on the Effective Date and described on Schedule 6.02(d) hereto (the “Existing Debt”), and any Permitted Acquisition Target Debt extending the maturity of, or refunding or refinancing, in whole or in part, the Existing Debt, provided that the principal amount of such Existing 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 and ranking in right of payment of such Existing Debt shall not be improved for the benefit of the holders thereof, as a result of or in connection with such extension, refunding or refinancing (other than by increasing such amount by fees and expenses in connection with any refinancing); (iv) Debt of a Person existing at the time such Person is merged into or consolidated with any Subsidiary of such Permitted Acquisition the Borrower or becomes a Subsidiary of the Borrower (the “Assumed Debt”) and any Permitted Refinancing Debt in respect thereofextending the maturity of, ifor refunding or refinancing, in whole or in part, the case of this clause (ii), Assumed Debt; provided that (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by created in contemplation of such Permitted Acquisition Target merger, consolidation or acquisition and (B) the principal amount of such Assumed 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 (other than as expressly permitted hereunder), as a result of or in connection with such Permitted Acquisition. extension, refunding or refinancing (c) Debt under Capital Leases other than by increasing such amount by fees and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements expenses in connection with the operation of the Midstream Properties.any refinancing); (ev) intercompany Debt between purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) (x) in respect of Capital Leases or (y) incurred to finance the Borrower acquisition, construction or improvement of any fixed or capital assets, and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) such Debt is not heldmodifications, assignedextensions, transferredrenewals, negotiated or pledged to any Person other than the Borrower or a Guarantor refundings, replacements and (ii) extensions of any such Debt shall be subordinated to that do not increase the Indebtedness on terms set forth in the Guaranty and Security Agreement.outstanding principal amount thereof; (fvi) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business.; (gvii) unsecured Senior Notes Debt incurred by the Borrower or any of its Subsidiaries arising from guaranties, letters of credit or bank guaranties in the ordinary course of business; (viii) Debt incurred by the Borrower or any of its Subsidiaries in respect of surety, performance, statutory or appeal bonds or similar obligations (including those issued in respect of workers’ compensation, unemployment insurance and other types of social security) in the ordinary course of business; (ix) Debt in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (x) guaranties in the ordinary course of business of the Parent or obligations of suppliers, customers, franchisees and licensees of the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that its Subsidiaries; (ixi) at guaranties by the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment Borrower of Debt with the proceeds of such incurrence, if any), (ii) the Parent and any Subsidiary or guaranties by a Subsidiary of the Borrower are of Debt of the Borrower or any Subsidiary with respect, in pro forma compliance each case, to Debt otherwise permitted to be incurred pursuant to this Section 6.02(d); (xii) guaranties by the Borrower or any of its Subsidiaries of the obligations under Hedge Agreements entered into in the ordinary course of business; (xiii) customary indemnification and purchase price adjustment obligations incurred in connection with the financial covenants sales of assets and acquisitions; (xiv) contingent obligations consisting of take or pay obligations contained in Section 9.01 after giving effect supply agreements, in each case incurred in the ordinary course of business; (xv) Debt representing deferred compensation to employees; (xvi) Debt consisting of promissory notes issued to future, present or former directors, officers, members of management, employees or consultants of Parent or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment purchase or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment Equity Interests of Parent or redemption in priority to the Indebtedness.any of its direct or indirect parent companies; (hxvii) Debt consisting of the financing of insurance premiums premiums; (xviii) Debt permitted under Section 6.02(e); (xix) Debt in respect of the credit cards and credit accounts of the Borrower or any of its Subsidiaries in the ordinary course of business; (xx) warranty or indemnification obligations of the Borrower or any of its Subsidiaries incurred in the ordinary course of business.; (ixxi) Debt permitted by Section 8.16(b).obligations of the Borrower or any of its Subsidiaries incurred in connection with rebate programs; and (jxxii) other Debt in an amount not to exceed $100,000,000 in the aggregate 5% of Consolidated total assets of Parent and its Subsidiaries at any one time outstandingoutstanding (determined as of the date such Debt was incurred).

Debt. The Parent and Neither the Borrower will not, and will not permit nor any of the Restricted its Subsidiaries to, will incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) accounts payable and other accrued expenses, liabilities or other obligations to pay (ifor the deferred purchase price of Property or services) Debt from time to time incurred in the ordinary course of the Borrower and its Restricted Subsidiaries existing on business which are not greater than 90 days past the date hereof that is reflected of invoice or delinquent or which are being contested in the Financial Statements good faith by appropriate action and any Permitted Refinancing Debt for which adequate reserves have been maintained in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt accordance with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted AcquisitionGAAP. (c) Debt under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor of its Subsidiaries or between Guarantors Subsidiaries to the extent permitted by Section 9.05(f9.05(g); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) 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 the Guaranty and Security Agreement. (fd) endorsements of negotiable instruments for collection in the ordinary course of business. (ge) unsecured other Debt not to exceed $20,000,000 in the aggregate at any one time outstanding. (f) Debt under any Senior Notes of issued after the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; Effective Date, provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, Debt (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, Debt after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and after giving effect to each such incurrence, the Borrower are is in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes9.01(b), (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, Debt does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days year after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days year after the Maturity Date, and (v) the terms of such Senior Notes or Permitted Refinancing Debt does are not have any mandatory prepayment or redemption provisions materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents, and (other than customary change of control and asset sale tender offer provisionsvi) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted Borrowing Base is adjusted as contemplated by Section 8.16(b2.07(f) and the Borrower makes any prepayment required under Section 3.04(c)(iii). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.

Debt. The Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries toCreate, incur, create, assume or suffer to exist exist, or permit any Debtof its Subsidiaries to create, exceptincur, assume or suffer to exist, any Debt other than: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) (i) Debt principal of the Borrower and its Restricted Subsidiaries existing interest on the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and Accommodations; (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause trade accounts payable (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition. (c) Debt under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection including trade accounts payable in the ordinary course of business.business between and among the Borrowers and the Consolidated Subsidiaries); (giii) Capitalized Leases, not to exceed in the aggregate $50,000,000 at any time outstanding; (iv) unsecured Senior Notes Debt of the Parent U.S. Borrower, which unsecured Debt ranks subordinate to or pari passu with Debt under this Agreement (including all obligations of the U.S. Borrower and any guarantees thereof and any unsecured Permitted Refinancing in respect of its Prepaid Forward Sales Agreements); (v) Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing exists on the date hereof and (B) no Default if material, is described in the Information Memorandum or Event described on Schedule V; (vi) purchase money debt not in excess of Default would result from 90% of the incurrence value of the assets acquired; (vii) Debt of any Person that becomes a Subsidiary of either Borrower (viii) Debt assumed by a Borrower pursuant to its acquisition of assets of another Person if the sum of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis Debt plus all other Debt of any Person secured by any of such assets acquired does not exceed 90% of the fair market value of such assets so acquired; (ix) Debt between and among the Borrowers and their Subsidiaries that are not Dividend Restricted Subsidiaries; provided that Debt owed by the U.S. Borrower to the incurrence Canadian Borrower or any Subsidiary of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with either Borrower shall be subordinated on the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect terms set forth on Exhibit M-1 to the issuance of "Senior Debt" as therein defined and Debt owed by the Canadian Borrower to any such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior Subsidiary shall be subordinated on the terms set forth on Exhibit M-2 to the date that is one hundred eighty "Senior Debt" as therein defined; (180x) days after tax-exempt Debt of the Maturity Date, type described in paragraph (ivj) of the definition herein of "Permitted Liens" secured by Liens permitted by such Senior Notes or Permitted Refinancing paragraph (j); (xi) secured and unsecured Project Financing Debt does not mature sooner than on properties (excluding any facilities existing as of the date that is one hundred eighty (180) days after hereof and excluding any and all proven and probable reserves as of the Maturity Datedate hereof disclosed in the Information Memorandum, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions in each case at the Golden Giant, Battle Mountain Complex (other than customary change of control and asset sale tender offer provisionsthe Phoenix Project) that would require a mandatory prepayment or redemption Holl▇▇▇▇ properties or any interests in priority to the Indebtedness.any such facilities or reserves); (hxii) Debt consisting of the financing of insurance premiums incurred interest rate, foreign exchange and commodity price hedging obligations entered into in the ordinary course of business.business or in connection with Debt otherwise permitted by this Section 5.02(b), in each case other than for speculative purposes, and guaranties by the U.S. Borrower of such obligations of the Consolidated Subsidiaries and other Affiliates of the U.S. Borrower; (ixiii) Subordinated Debt of the U.S. Borrower; (xiv) Debt permitted by Section 8.16(b)that constitutes Permitted Investments. (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.

Debt. The Parent and the Borrower will not, and will not permit Neither such Loan Party nor any of the Restricted its Subsidiaries to, incur, create, assume shall incur or suffer to exist maintain any Debt, exceptother than: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.Obligations; (b) Debt described on Schedule 6.9; (c) Capital Leases of Fixed Assets and purchase money secured Debt incurred to purchase Fixed Assets provided that (i) Liens securing the same attach only to the Fixed Assets acquired by the incurrence of such Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time aggregate amount of such Permitted Acquisition and Debt (including Capital Leases) of all Loan Parties outstanding does not exceed $10,000,000 at any Permitted Refinancing Debt in respect thereof, if, in the case of this clause time; (ii▇) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇), (A▇) and (k) of the definition of Restricted Investments; (e) Debt evidencing a refunding, renewal or extension of the Debt described on Schedule 6.9; provided that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, and (iv) the terms of such refunding, renewal or extension are no less favorable to such Loan Party, the Agent or the Lenders than the original Debt; (f) Debt under the Term Loan Agreement in an aggregate principal amount outstanding at any time not to exceed $250,000,000 less all payments and prepayments of principal made on such Debt and the refinancing thereof (the Debt under such refinancing, the "Refinancing Term Loan Debt" and the agreements evidencing or governing the Refinancing Term Loan Debt, collectively, the "Refinancing Term Loan Debt Agreement"); provided that such refinancing shall be permitted only so long as (i) all, and not a portion of, the Debt owing under the Term Loan Agreement is refinanced and the principal amount of such refinancing is not greater than the principal amount of Debt being refinanced (unless otherwise agreed to by the Agent and the Required Lenders), (ii) the Liens, if any, securing such refinancing do not attach to any assets in addition to those assets securing the Debt under the Term Loan Agreement and those Liens shall be junior and subordinate to the Agent's Liens and be subject to the terms and conditions of an intercreditor agreement between the Agent and the holders of the Refinancing Term Loan Debt (or an agent or trustee therefor) substantially identical to the Intercreditor Agreement or otherwise satisfactory to the Agent and the Required Lenders, (iii) no Person that is not an obligor or guarantor of such Debt under the Term Loan Agreement immediately prior to the refinancing shall become an obligor or guarantor of the Refinancing Term Loan Debt, (iv) the terms under the Refinancing Term Loan Debt Agreement, taken as a whole, are no less favorable in all material respects to the Loan Parties, the Agent and the Lenders than the terms under the Term Loan Agreement (provided, however, that the interest rate may be at a market rate), (v) no principal payments of such refinancing shall be due and payable on or prior to the Stated Termination Date, (vi) no Default or Event of Default has occurred and is then continuing, (B) no Default shall exist either immediately prior to or Event of Default would result from the incurrence of such Debt after giving effect to such refinancing and (vii) the Fixed Charge Coverage Ratio (calculated without giving effect to clause (F) of the definition of Fixed Charges) shall be greater than 1.10:1.00 for the twelve consecutive fiscal month period ended on the last day of the fiscal month most recently ended prior to such refinancing for which the Agent has received Financial Statements under Section 5.2(c) on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to such refinancing (as if such refinancing were consummated on the incurrence first day of such Debt, twelve consecutive fiscal month period) (and (D) such Debt was not incurred the Parent has delivered to the Agent a certificate signed by such Permitted Acquisition Target in connection a Responsible Officer of the Parent demonstrating compliance with such Permitted Acquisition.ratio test and setting forth in reasonable detail the relevant calculations); (cg) Debt under Capital Leases and purchase money financings in an aggregate principal amount of Non-Loan Parties not to exceed $25,000,000 20,000,000 ($30,000,000 after the second Anniversary Date) in the aggregate outstanding at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness.time; (h) Debt consisting under clause (b) of such defined term secured by Permitted Liens that does not constitute any of the financing following: indebtedness for borrowed money, indebtedness under or with respect to Capital Leases or conditional sales or other title retention agreements, the deferred purchase price of insurance premiums incurred in the ordinary course of business.property or indebtedness under or with respect to Guaranties or synthetic leases; and (i) Debt Guaranties permitted by Section 8.16(b)7.14. (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.

Debt. The Parent and Neither the Borrower will not, and will not permit nor any of the Restricted its Subsidiaries to, will incur, create, assume or suffer to exist any Debt, except: (a) the Term Loan Notes or other Indebtedness arising under the Term Loan Documents (including, for the avoidance of doubt, any Indebtedness arising from the exercise of the PIK Option) or any guaranty of or suretyship arrangement for the Term Loan Notes or other Indebtedness arising under the Term Loan Documents. (b) accounts payable and other accrued expenses, liabilities or other obligations to pay (ifor the deferred purchase price of Property or services) Debt from time to time incurred in the ordinary course of the Borrower and its Restricted Subsidiaries existing on business which are not greater than 90 days past the date hereof that is reflected of invoice or delinquent or which are being contested in the Financial Statements good faith by appropriate action and any Permitted Refinancing Debt for which adequate reserves have been maintained in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt accordance with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted AcquisitionGAAP. (c) Debt under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor of its Subsidiaries or between Guarantors Subsidiaries to the extent permitted by Section 9.05(f9.05(g); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) 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 the Term Loan Guaranty and Security Agreement. (fd) endorsements of negotiable instruments for collection in the ordinary course of business. (ge) unsecured other Debt not to exceed $10,000,000 in the aggregate at any one time outstanding. (f) Debt under any Senior Notes of existing on the Parent Effective Date or issued after the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided Effective Date, provided, that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and continuing, (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, Debt after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) and (C) the Borrower shall be in compliance with Section 9.01 on a pro forma basis (provided that solely with respect to this provision, if anyreference to “December 31, 2018” in Section 9.01(b) will be replaced with “June 30, 2017”), and (D) the ratio of Total Debt to EBITDA for the four fiscal quarters ending on the last day of the fiscal quarter immediately preceding the date of determination is no greater than 5.25 to 1.00; (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, Debt does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days year after the Maturity Date, ; (iviii) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days year after the Maturity Date, Date and (viv) the terms of such Senior Notes or Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Term Loan Documents. (g) Permitted Refinancing Debt does (it being understood and agreed that a refinancing of a Debt under any RBL Facility will be governed by Section 9.02(j) and not have any mandatory prepayment or redemption provisions this clause (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtednessg)). (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business[Reserved]. (i) Debt permitted by Section 8.16(b)[Reserved]. (j) other Debt under RBL Facilities in an aggregate principal amount not to exceed $100,000,000 in the aggregate at any one time outstandingoutstanding (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Borrower and Guarantors thereunder) the greater of: (i) the result of (A) $630,000,000 minus (B) the aggregate amount equal to the greater of (1) Borrowing Base reductions and (2) permanent reductions to the commitments, in each case, under the RBL Facilities, attributable to assets that are Disposed after the Effective Date (so long as the proceeds of such Dispositions are used to repay Debt under the RBL Facilities) plus (C) the aggregate amount equal to the lesser of (1) Borrowing Base increases and (2) permanent increases to the commitments, in each case, under the RBL Facilities, attributable to assets of the Borrower and its Subsidiaries after the Effective Date; provided, that in no event shall this clause (i) exceed $630,000,000; and (ii) the sum of (A) the most recently established Borrowing Base under the RBL Facilities plus (B) any or all of the following which is applicable (but without duplication): (1) the amount of any Borrowing Base Deficiency and (2) any Revolving Credit Exposures in excess of the Aggregate Maximum Credit Amounts (as defined in the RBL Credit Agreement in effect as of the date hereof) resulting from a reduction of the Aggregate Maximum Credit Amounts (as defined in the RBL Credit Agreement in effect as of the date hereof); provided that after giving pro forma effect to any such Debt to be incurred on any date of determination (other than any Debt under any RBL Facility incurred in exchange for, or proceeds of which are used to replace or refinance, all or any Debt outstanding under any other RBL Facility), the Borrower’s ratio of First Lien Debt to EBITDA (as such ratio is recomputed on such date of determination using (a) First Lien Debt outstanding on such date of determination and (b) EBITDA for the four fiscal quarters ending on the last day of the fiscal quarter immediately preceding the date of determination for which financial statements are available) shall not be greater than: (i) 3.50 to 1.00, at any time during the period from and including the Effective Date through December 31, 2016, (ii) 3.25 to 1.00, at any time during the fiscal quarter ending ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) 3.00 to 1.00, at any time during the fiscal quarter ending June 30, 2017 and (iv) 2.50 to 1.00, at any time on or after July 1, 2017. Notwithstanding the foregoing, if the Borrower is not permitted to incur Debt under RBL Facilities based on the ratios of First Lien Debt to EBITDA set forth above, it may borrow up to $30 million at any time outstanding under RBL Facilities if needed to meet temporary working capital needs. (k) Debt in respect of Secured Swap Obligations and Secured Cash Management Obligations.

Debt. The Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries other Loan Parties to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan DocumentsObligations. (b) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Leases and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that (i) such Debt is incurred prior to or within 90 days after such acquisition or the completion of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof such construction or improvement and (ii) Debt the aggregate principal amount of obligations permitted by this Section 8.02(b) shall not exceed $100,000 at any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisitionoutstanding. (c) Debt incurred or deposits made by Borrower (i) under Capital Leases worker’s compensation Laws, unemployment insurance Laws or similar legislation, or (ii) in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which such Borrower or such Subsidiary is a party prior to the Closing Date, (iii) to secure public or statutory obligations of such Borrower, and purchase money financings in an aggregate principal amount not (iv) of cash or United States Government bonds made to exceed $25,000,000 at any one time outstanding. (d) Debt associated with secure the performance of statutory obligations, surety, stay, customs and appeal bonds or surety obligations required by Governmental Requirements to which such Borrower is a party in connection with the operation of the Midstream Oil and Gas Properties, in each case in the ordinary course of business and consistent with past practices. (ed) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f)Guarantors; provided that (i) all such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor unsecured and (ii) any such Debt shall be subordinated to the Indebtedness on terms as and to the extent set forth in the Guaranty and Security Agreement. (fe) endorsements of negotiable instruments for collection in the ordinary course of businessbusiness and consistent with past practices. (gf) unsecured Senior Notes the Convertible Note Debt outstanding as of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereofClosing Date; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence principal amount of such Senior Notes Debt is not increased after the Closing Date or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (reclassified and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and rate of interest charged with respect to such Debt is not increased, unless, in each case, approved by the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, Lenders. (iiig) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to Debt existing on the date hereof and set forth in Schedule 8.02 and extensions, renewals and replacements of any such Debt that is one hundred eighty (180) days after do not increase the Maturity Date, (iv) such Senior Notes outstanding principal amount thereof or Permitted Refinancing Debt does not mature sooner than shorten the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtednesstenor. (h) Debt consisting of incurred in connection with the financing of insurance premiums incurred in the ordinary course of businessbusiness consistent with past practices and the sound business judgment of Borrower and in an aggregate amount not to exceed $150,000 outstanding at any time, exclusive of any premiums for D&O policies which insure Borrower or its officers or directors, as such insurance exists as of the Closing Date unless otherwise Approved by Lender. (i) the Debt permitted by Section 8.16(b)under the Existing Providence Facility B remaining after the partial repayment of such Debt with the proceeds of the Loans. (j) other unsecured Debt of Borrower; provided that the aggregate principal amount of Debt permitted by this clause (i) shall not to exceed $100,000,000 in the aggregate 250,000 at any one time outstanding.

Debt. The Parent and the Borrower will notWithout prejudice to Section 5.02(v), and will not permit any of the Restricted Subsidiaries tocreate, incur, create, assume or suffer to exist exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (ai) the Notes or other Indebtedness arising Refinancing Obligations; (ii) the New Money Obligations; (iii) the Springdale Obligations; (iv) the Noteholder Obligations and the Amended C Note Obligations; (v) Debt outstanding as of the Closing Date under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.Bond Instruments; (bvi) (i) Debt of with respect to the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and any Permitted Refinancing only, Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition. (c) Debt under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing Existing Hedge Agreements and (B) no Default any other Hedge Agreement designed to hedge against fluctuations in interest rates or Event prices of Default would result from capacity or energy (or of any fuel required for the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (iigeneration thereof) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. business and consistent with prudent business practice with the aggregate Agreement Value of all Hedge Agreements under this clause (i) Debt permitted by Section 8.16(bB). (j) other Debt , net of cash collateral and the undrawn amount of all letters of credit securing the Borrower's obligations under such Hedge Agreements, not to exceed $100,000,000 (during Fiscal Year 2003) and $200,000,000 (at any time after Fiscal Year 2003); (vii) unsecured Debt owed to a Grantor, which Debt shall constitute Pledged Debt; (viii) any other unsecured Debt (including pursuant to any Debt/Equity Issuance) created or incurred by the Borrower (other than Debt the proceeds of which are applied upon its receipt to the concurrent refinancing, repayment, prepayment, defeasance or redemption of other Debt of the Borrower or any of its Subsidiaries) with a scheduled maturity date falling no earlier than the date occurring six months after the date specified in clause (a) of the definition of "Final Maturity Date", and with no amortization or mandatory prepayments thereof prior to such date; provided that no later than 30 days prior to the entry by the Borrower into any agreement or contract relating thereto, the Borrower shall have delivered to each Representative Agent pro forma financial projections, in form and substance reasonably satisfactory to the Representative Agents, demonstrating compliance with the covenants in Section 5.03 up to and including the date specified in clause (a) of the definition of "Final Maturity Date" following the incurrence of such Debt; (ix) any Existing Debt which is set forth in Schedule 4.01(v); (x) Debt that is secured by a Lien permitted under Section 5.02(a)(vii) or (viii); (xi) reimbursement obligations for amounts paid on behalf of any Borrower Group Member by the Parent or any of its Subsidiaries in accordance with applicable requirements under PUHCA with respect to the provision of goods or services to such Borrower Group Member and the Parent or one or more Subsidiaries of the Parent; and (xii) any other unsecured Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Debt referred to in clauses (vii) and (x); 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 Financing Documents, provided further that (A) the principal amount of any such Debt shall not be increased above the aggregate at of (1) the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing and (2) accrued and unpaid interest, fees and customary transaction costs and expenses directly related to such extension, refunding or refinancing, (B) any one time outstandingsuch Debt matures no earlier than the date occurring six months after the date specified in clause (a) of the definition of "Final Maturity Date" and has no required amortization or mandatory prepayment prior to such date and (C) the direct and contingent obligors therefor shall not be changed, in each case, as a result of or in connection with such extension, refunding or refinancing.

Debt. The Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, incur, create, assume No Loan Party shall incur or suffer to exist maintain any Debt, exceptother than: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.Obligations; (b) Debt existing on the Closing Date and described on SCHEDULE 6.9; (c) Capital Leases of Equipment and purchase money secured Debt incurred to purchase Equipment; provided that (i) Debt Liens securing the same attach only to the Equipment acquired by the incurrence of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof such Debt, and (ii) Debt of any Permitted Acquisition Target outstanding at the time aggregate amount of such Permitted Acquisition and Debt (including Capital Leases) outstanding does not exceed $10,000,000 at any Permitted Refinancing time; (d) the Existing Letters of Credit, so long as Borrowers use their best efforts to cause such Existing Letters of Credit to be replaced with Letters of Credit hereunder within ninety (90) days of the Closing Date; (e) the Bond Debt; (f) Debt arising under the Fixed Asset Loan in respect thereof, if, in a principal amount not to exceed $170,000,000 at any time outstanding; (g) other unsecured Debt not to exceed $100,000,000 so long as the case Fixed Charge Coverage Ratio on the date of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition.is at least 1.00 to 1.0; (ch) Debt under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds evidencing a refunding, renewal, extension, or surety obligations required by Governmental Requirements in connection with the operation replacement of the Midstream Properties. (e) intercompany Debt between existing on the Borrower Closing Date and any Guarantor or between Guarantors to the extent described on SCHEDULE 6.9 and other Debt permitted by Section 9.05(f)hereunder; provided that (i) such Debt the principal amount thereof is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any)increased, (ii) the Parent and Liens, if any, securing such refunded, renewed, extended, or replaced Debt do not attach to any assets in addition to those assets, if any, securing the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect Debt to the issuance of such Senior Notesbe refunded, renewed, extended, or replaced, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date no Person that is one hundred eighty (180) days after the Maturity Datenot an obligor or guarantor of such Debt as of such date shall become an obligor or guarantor thereof, and (iv) the terms of such Senior Notes refunding, renewal, or Permitted Refinancing Debt does not mature sooner extension are no less favorable to the Borrowers, the Agent, or the Lenders than the original Debt, including, without limitation, the maturity date that is one hundred eighty (180) days after the Maturity Date, thereof and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business.principal amortization thereof; (i) Debt permitted by Section 8.16(b).of any Loan Party owed to any of its Restricted Subsidiaries, or Debt of any Restricted Subsidiary owed to the owner of its equity interests which is a Loan Party; (j) other Debt to finance insurance premiums in an amount not to exceed $100,000,000 10,000,000 at any time outstanding; (k) Debt owed by Westlake and/or North American Pipe Corporation to North American Profiles Limited in an amount not to exceed $5,000,000 in the aggregate at aggregate; provided that any one time outstandingpayments or prepayments of such Debt shall permanently reduce the amount of Debt permitted pursuant to this CLAUSE (K); (l) Debt arising under Hedge Agreements; (m) Debt among Loan Parties on terms of the kind customarily employed to allocate charges among members of a consolidated group of entities, in each such case, that are fair and reasonable to the Loan Parties and consistent with past practices of the Loan Parties.

Debt. (a) The Parent and the Borrower will shall not, and will not nor shall it permit any of the Restricted Subsidiaries Guarantor to, create, incur, create, assume or suffer to exist any Debt, exceptDebt other than: (ai) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising Debt under the Loan Documents.; (bii) Debt outstanding on the Closing Date and described on Schedule 7.01(a) (iincluding any extensions or renewals thereof provided that there is no increase in the principal amount thereof); (iii) Debt in respect of any Hedging Agreement with a Lender or any Affiliate of a Lender entered into in the ordinary course of business to manage foreign currency or interest rate risk for the Borrower or any Loan Party; (iv) Debt scheduled to mature after the Maturity Date; (v) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and to any Permitted Refinancing Debt in respect thereof and (ii) 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 (f) of the definition of Permitted Acquisition Target outstanding Liens in an aggregate principal amount not to exceed $20,000,000; and (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 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 Maturity Date. so long as (x) no Event of Default shall have occurred and be continuing at the time of the incurrence of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt and (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (Cy) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) on a pro forma basis as if such incurrence of such Debt was not incurred by such Permitted Acquisition Target had occurred on the first 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 connection compliance with such Permitted Acquisitionthe financial covenants set forth in Section 7.04. (cb) 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 of such Subsidiary to the Borrower or any other Subsidiary; (ii) Debt existing on the Closing Date and described on Schedule 7.01(b) (including any extensions or renewals thereof provided that there is no increase in the principal amount thereof and including any additional advances under Capital Leases and purchase money financings the Investment Quebec Facility so long as such advances do not exceed CDN $5,175,000); and (iii) Additional Debt in an aggregate principal amount not to exceed $25,000,000 5% of Consolidated Net Tangible Assets at any one time outstanding. ; so long as (dx) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation no Event of the Midstream Properties. (e) intercompany Debt between the Borrower Default shall have occurred and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) continuing at the time of incurring the incurrence of such Senior Notes Debt or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, Debt and (y) after giving effect to the incurrence of such Debt, on a pro forma basis to the as if such incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment had occurred on the first day of Debt with the proceeds twelve-month period ending on the last day of such incurrencethe Borrower’s most recently completed fiscal quarter, if any), (ii) the Parent and the Borrower are shall be in pro forma compliance with the financial covenants contained set forth in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.7.04

Debt. The Parent Holdings and the Borrower will shall not, and will shall not permit any of the its Restricted Subsidiaries to, incur, create, assume incur or suffer to exist maintain any Debt, except:other than the following Debt (collectively, “Permitted Debt”): (a) the Notes or other Indebtedness arising under the Loan Documents or Debt of Holdings and any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising its Restricted Subsidiaries under the Loan Documents.; (b) (i) Debt of the Borrower described on Schedule 8.12 (it being understood and its Restricted Subsidiaries existing on the date hereof agreed that any such Debt that is reflected in the Financial Statements repaid shall not be reborrowed) and any Permitted Refinancing Debt in respect thereof and (ii) any intercompany Debt of any Permitted Acquisition Target outstanding at on the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition.Closing Date; (ci) Debt under Capital Leases and purchase money financings Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any Equipment (as defined in Article 9 of the UCC) held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise), including, without limitation, any Debt evidenced by the Enterprise Master Lease Agreement and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that, at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of Holdings and its Restricted Subsidiaries , shall not, when taken together with the aggregate principal amount of Debt permitted under this Section 8.12, that is secured by Liens incurred under clause (pp) of the definition of “Permitted Liens,” exceed the greater of (A) $75,000,000 and (B) 3.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (d) Debt of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or any Restricted Subsidiary that is not an Obligor, (B) any Restricted Subsidiary that is not an Obligor owing to another Obligor; provided that the aggregate amount of Debt incurred under this clause (d)(B) is permitted to be incurred as an Investment pursuant to Section 8.11 or (C) any Obligor that is owing to Holdings or any Restricted Subsidiary that is not an Obligor; provided that the Debt incurred under this clause (d)(C) shall be subject to the Subordinated Intercompany Note; (e) Debt incurred under Hedge Agreements, provided that such Hedge Agreements are entered into by a Borrower or Restricted Subsidiary of Holdings in the ordinary course of business and not for speculative purposes; (f) Guaranties by Holdings and its Restricted Subsidiaries in respect of Debt of the Borrower or any of its Restricted Subsidiary otherwise permitted under this Agreement; provided that (i) if the Debt being guaranteed is Subordinated Debt, such Guaranties shall be subordinated in right of payment to the Guaranty of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Subordinated Debt, (ii) if the Debt being guaranteed by any Obligor is Debt of a Restricted Subsidiary that is not an Obligor, such Guaranty must be permitted to be incurred as an Investment pursuant to Section 8.11 and (iii) no Guaranty by any Restricted Subsidiary of any Debt of an Obligor shall be permitted unless such Restricted Subsidiary shall have also provided a Guaranty of the Obligations; (i) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds; provided that such Debt is extinguished within five Business Days of its incurrence and (ii) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased or rented in the ordinary course of business; (h) Debt of any Obligor owing to any other Obligor; (i) Debt of any Obligor or Restricted Subsidiary in respect of (i) performance bonds, completion guarantees, surety bonds, appeal bonds, bid bonds, other similar bonds, instruments or obligations, in each case provided in the ordinary course of business (including to secure workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations), but excluding any of the foregoing issued in respect of or to secure Debt for Borrowed Money; (ii) Debt owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty, liability, or other insurance to any Obligor or any of its Restricted Subsidiaries, so long as the amount of such Debt is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Debt is incurred and such Debt is outstanding only during such year, (iii) Cash Management Obligations and other Debt in respect of netting services, ACH arrangements, overdraft protection and other arrangements arising under standard business terms of any bank at which any Obligor or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or in connection with Deposit Accounts incurred in the ordinary course or (iv) Debt consisting of accommodation Guaranties for the benefit of trade creditors of any Obligor or any Subsidiary issued by such Obligor or Subsidiary in the ordinary course of business; (j) Debt incurred under this clause (j) and then outstanding in an aggregate principal amount, measured at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, not to 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) 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 $25,000,000 at 30,000,000 and any one time outstanding.Refinancing Debt related thereto; (dp) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. any Restricted Subsidiary that is not an Obligor incurred under this clause (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(fp); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to guaranteed by any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any)Obligor, (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance holder of such Senior NotesDebt 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 Senior Notes or Permitted Refinancing Debt, as applicable, does Debt is not have secured by any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, 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 Senior Notes Debt was incurred based upon the Section 6.2 Financials most recently delivered on or Permitted 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 does thereof not mature sooner than prohibited by the date that is one hundred eighty (180) days after terms of the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness.ABL Intercreditor Agreement; (hr) Debt consisting of the financing of insurance premiums Guaranties incurred in the ordinary course of business.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 permitted 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 Section 8.16(b).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; (jt) other the IO-TEQ Debt in an aggregate amount not to exceed $100,000,000 413,080.00; (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 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 to exceed $6,000,000, less the aggregate amount of all payments and prepayments after the Second Amendment Effective Date in respect of the principal amount thereof (excluding, for the avoidance of doubt, any 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); and (cc) (z) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (yaa) above. For purposes of determining compliance with this Section 8.12, in the aggregate at 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 time outstandingor, if it satisfies the criteria for more than one clause above, can be allocated among one or more of the above clauses. The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Debt shall not be deemed to be an incurrence of Debt for purposes of this Section 8.12. Notwithstanding anything herein to the contrary, neither Equify Financial LLC (nor any of its Affiliates) shall loan or otherwise provide any Debt or any commitment to provide Debt to any Obligor or any other Subsidiary of Holdings (other than (i) Back-Stop Note, the Closing Date Note and the Equify Bridge Note, (ii) purchase money equipment financing to be provided by Equify Financial LLC to Flotek, BPC and their respective Subsidiaries for so long as such Persons (x) are not Subsidiaries of Holdings or (y) are Specified Unrestricted Subsidiaries, and (iii) the purchase money equipment financing provided by Equify Financial LLC to U.S. Well Services Holdings, LLC (formerly known as U.S. Well Services, Inc.) and/or its Subsidiaries).

Debt. The Parent Holdings and the Borrower will shall not, and will shall not permit any of the Restricted its Subsidiaries to, create, incur, createassume, assume or suffer permit to exist or maintain any Debt or Contingent Obligation, other than the following Debt (collectively, “Permitted Debt, except:”): (a) the Notes or other Indebtedness arising under the Loan Documents or Debt of Holdings and any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising its Subsidiaries under the Loan Documents.; (bi) Debt described on Schedule 8.12 (it being understood and agreed that any such Debt that is repaid shall not be reborrowed) and any Refinancing Debt thereof and (ii) any intercompany Debt outstanding on the Closing Date; (c) Capital Leases and purchase money Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any equipment acquired after the Closing Date (as defined in Article 9 of the UCC) held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise); provided that, (x) at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of Holdings and its Subsidiaries, shall not exceed the greater of (A) $25,000,000 and (B) 5.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence) and (y) no further financings and/or Refinancings of such Debt shall be permitted following the initial acquisition of the equipment; (d) endorsements for collection or deposit, in either case in the ordinary course of business; (e) Debt incurred under Hedge Agreements, provided that such Hedge Agreements are entered into by a Borrower or Subsidiary of Holdings (x) solely to hedge fluctuations in interest rates under this Credit Agreement and the usage of gas, diesel and electricity and (y) not for speculative purposes; (f) Guaranties by Holdings and its Subsidiaries in respect of Debt of Holdings or any of its Subsidiaries otherwise permitted under this Agreement; provided that (i) if the Debt being guaranteed is Subordinated Debt, such Guaranties shall be subordinated in right of payment to the Guaranty of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Subordinated Debt, (ii) if the Debt being guaranteed by any Obligor is Debt of a Subsidiary of Holdings that is not an Obligor, such Guaranty must be permitted to be incurred as an Investment pursuant to Section 8.11 and (iii) no Guaranty by any Subsidiary of Holdings of any Debt of an Obligor shall be permitted unless such Subsidiary shall have also provided a Guaranty of the Obligations; (i) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds; provided that such Debt is extinguished within five Business Days of its incurrence and (ii) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased or rented in the ordinary course of business; (h) Debt of any Obligor owing to any other Obligor; (i) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected 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 Financial Statements ordinary course of business (including to secure workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or other Debt with respect to reimbursement-type obligations), but excluding any of the 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, so long as the amount of such Debt is not in excess of the amount of the unpaid cost of, and any Permitted Refinancing 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 thereof 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 purpose of financing such acquisition or (z) consisting of earnout obligations incurred in connection with any Permitted Acquisition Target 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 time 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 Acquisition 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 Permitted Refinancing Parent Entity or the Borrower) in each case permitted by Section 8.10; (n) Debt in respect thereof, if, consisting of (i) the financing of insurance premiums or (ii) take or pay obligations entered into in the case ordinary course of this clause business; (ii), 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) no Default or Event of Default has occurred $38,500,000 and is then continuing, (B) no Default or Event the amount permitted under the ABL Intercreditor Agreement and any Refinancing Debt thereof not prohibited by the terms of Default would result from the incurrence ABL 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 after giving effect on a pro forma basis is subject to the incurrence of ABL Intercreditor Agreement, and (ii) solely on the Closing Date, ProFrac Term Facility Indebtedness provided that such Debt (and any concurrent repayment of Debt shall be paid off with the proceeds of such incurrencethe Loans on the Closing Date; (r) Guaranties incurred in the ordinary course of business (and not in respect of Debt for borrowed money) in respect of obligations to suppliers, if any)customers, franchisees, lessors, licensees, sublicensees or distribution partners; (Ci) unsecured Debt in respect of obligations of Holdings or any of its Subsidiaries to pay the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence deferred purchase price of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target goods or services or progress payments in connection with such Permitted Acquisition.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; (ct) Debt under Capital Leases and purchase money financings the Monarch Acquisition Seller Debt, in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements 54,687,500 less the aggregate amount of all payments and prepayments in connection with the operation respect of the Midstream Properties. principal amount thereof after the Closing Date (e) intercompany excluding any fees, costs, expenses and indemnification obligations that may also be payable thereunder), provided that, for so long as the Monarch Acquisition Seller Debt between is outstanding, the Borrower and Lenders hereunder shall have a second-priority Lien on any Guarantor or between Guarantors assets granted as collateral pursuant to the extent permitted by Section 9.05(f); provided that Monarch Security Documents (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor Excluded Assets and (ii) any such Debt shall be subordinated subject to the Indebtedness on terms same customary limitations and requirements set forth in the Guaranty and Security Agreement.); (fu) endorsements of negotiable instruments for collection in the ordinary course of business. all premiums (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), interest (iiincluding post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, through (iiit) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtednessabove. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.

Debt. The Parent and the Borrower No Loan Party will, nor will not, and will not it permit any of the Restricted its Subsidiaries to, create, incur, create, assume or suffer to exist any Debt, Debt except: (a) the Notes Debt pursuant to this Agreement or other Indebtedness arising under the an Incremental Term Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.Agreement; (b) Investments permitted under Section 7.10 that would constitute Debt; (c) current liabilities of the Loan Parties or their respective Subsidiaries incurred in the ordinary course of business that is extended in connection with the normal purchases of goods and services; (d) Debt of any Person that becomes a Subsidiary of the Borrower, to the extent such Debt is outstanding at the time such Person becomes a Subsidiary of the Borrower and was not incurred in contemplation thereof, and Debt assumed by the Borrower or any Subsidiary in connection with its acquisition (whether by merger, consolidation, acquisition of all or substantially all of the assets or acquisition that results in the ownership of greater than fifty percent (50%) of the Capital Stock of a Person) of another Person and, in each case, Debt refinancing, extending, renewing or refunding such Debt; provided that (i) the principal amount of such Debt is not increased (other than to provide for the payment of any underwriting discounts and fees related to any refinancing Debt as well as any premiums owed on and accrued and unpaid interest related to the original Debt); and (ii) at the time of and immediately after giving effect to the incurrence or assumption of such Debt or refinancing Debt and the application of the proceeds thereof, as the case may be, the aggregate principal amount of all such Debt, and of all Debt previously incurred or assumed pursuant to this Section 7.09(d), and then outstanding, shall not exceed 50% of Consolidated EBITDA for the period of four full consecutive fiscal quarters of the Borrower and its Restricted Subsidiaries existing (and such Person on the date hereof that is reflected a pro forma basis) then most recently ended; (e) Debt in the Financial Statements form of taxes, assessments, governmental charges or levies and any Permitted Refinancing claims for labor, materials and supplies to the extent that payment therefor shall not be past due; (f) Debt pursuant to the AVC Lease, unless the Borrower has elected in writing to include (x) Debt in respect thereof of the AVC Lease for purposes of calculating (1) Consolidated Debt and (ii2) the amount of Debt permitted under Section 7.09(i) and (y) Liens in respect of the AVC Lease, if any, for purposes of calculating the amount of Liens permitted under Section 7.01(u); (g) all obligations of such Person arising under letters of credit (including standby and commercial); and (i) prior to the Borrower obtaining either (x) a BBB- rating or higher from S&P or (y) a Baa3 rating or higher from ▇▇▇▇▇’▇, (A) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing a Loan Party owing to another Loan Party or (B) unsecured Debt in respect thereofowing from a Loan Party to an Affiliate that is not a Loan Party, ifprovided that, in the case of Debt owed by a Loan Party pursuant to this clause (B), such Debt is subordinated to the Obligations on (1) the subordination terms set forth on Schedule 7.09(h) hereto or (2) such other subordination terms that may be reasonably acceptable to the Administrative Agent; and (ii) after the Borrower obtains either (x) a BBB- rating or higher from S&P or (y) a Baa3 rating or higher from ▇▇▇▇▇’▇, an unlimited amount of unsecured Debt; provided that, in the case of clauses (i)(B) and (ii), (AI) no Default or Event for the avoidance of Default has occurred and is then continuingdoubt, (B) no Default or Event of Default would result from the incurrence amount of such Debt after giving effect on a pro forma basis to shall be included in the incurrence calculation of such Debt “Consolidated Debt” for purposes of calculating the Consolidated Leverage Ratio and (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (CII) the Parent and the Borrower are shall be in pro forma compliance with the financial covenants contained in Section 9.01 Consolidated Leverage Ratio after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition. (c) Debt under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not in an aggregate outstanding principal amount that, when added to exceed $100,000,000 in the aggregate outstanding principal amount of all Debt outstanding under this clause (i) does not exceed 15% of Consolidated Net Tangible Assets at any one the time outstandingof incurrence thereof.

Debt. The Parent and the Borrower will shall not, and will shall not permit any of the Restricted its Subsidiaries to, to incur, create, assume or suffer permit to exist any Debt, except: (ai) any Debt existing at the Notes time such Person becomes a Subsidiary of the Borrower not incurred in contemplation of such event or other Indebtedness arising under (ii) any Debt of any Person existing at the Loan Documents time such Person is merged or any guaranty consolidated with or into the Borrower or a Subsidiary of or suretyship arrangement for the Notes or other Indebtedness arising under Borrower; provided in each case of the Loan Documents.foregoing clauses (i) and (ii), that such Debt is not incurred in contemplation of such event; (b) any Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring, leasing, subleasing, improving, constructing, repairing, maintaining, or installing any asset (iincluding Capitalized Lease Obligations) in an aggregate principal amount, together with the aggregate principal amount of any other Debt outstanding pursuant to this Section 7.08(b), not to exceed $50,000,000 at any time outstanding; provided that such Debt is incurred concurrently with or within one hundred eighty (180) days (or such later period as may be agreed by the Lender) after completion of the acquisition, lease, sublease, improvement, construction, repair, maintenance, or installation thereof; (c) any Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and or any Permitted Refinancing Subsidiary pursuant to a Swap Contract entered into for non-speculative purposes; (d) (i) any Debt in respect thereof and created hereunder or (ii) Debt existing or committed on the Closing Date and set forth on Schedule 7.08; (e) any Debt owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of) any Permitted Acquisition Target outstanding at person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the time Borrower or any Subsidiary, pursuant to reimbursement or indemnification obligations to such person, in each case in the ordinary course of business; (f) any Debt owed to the Borrower or a Subsidiary of the Borrower; (g) any Debt incurred to (i) finance insurance premiums in the ordinary course of business in an aggregate principal amount not to exceed the amount of such Permitted Acquisition and insurance premiums or (ii) or take or pay obligations contained in supply arrangements, in the ordinary course of business; (h) any Permitted Refinancing Debt in respect thereofof performance bonds, ifbid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (i) any Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds or other cash management services, in each case incurred in the ordinary course of this clause business; (iij) any Debt in respect of letters of credit, bank guarantees, warehouse receipts or similar instruments issued to support performance obligations and trade letters of credit (other than obligations in respect of other Debt) in the ordinary course of business; (k) any Debt in respect of cash collateralized letters of credit; (l) any Debt arising from agreements of the Borrower or any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations (including earn-outs), in each case, incurred or assumed in connection with any investments or dispositions of any business, assets or a Subsidiary; (Am) no Default any Debt incurred in the ordinary course of business in respect of obligations of the Borrower or Event any Subsidiary to pay the deferred purchase price of Default has occurred goods or services or progress payments in connection with such goods and is then continuingservices; 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 or any Swap Contract; (n) any Debt representing deferred compensation to employees, consultants or independent contractors of the Borrower or any Subsidiary incurred in the ordinary course of business; (Bo) no Default or Event obligations in respect of Default would result from the incurrence of such Debt after giving effect on a pro forma basis any agreement to provide to the incurrence of such Debt Borrower or any Subsidiary cash management services for collections, treasury management services (including controlled disbursement, overdraft, automated clearing house fund transfer services, return items and any concurrent repayment of Debt with the proceeds of such incurrence, if anyinterstate depository network services), any demand deposit, payroll, trust or operating account relationships, commercial credit cards, merchant card, purchase or debit cards, non-card e-payables services, and other cash management services, including electronic funds transfer services, lockbox services, stop payment services and wire transfer services; (Cp) the Parent and any Debt consisting of obligations of the Borrower are or any Subsidiary under deferred compensation or other similar arrangements incurred by such Person in pro forma compliance connection with any investment; (q) any Debt issued in escrow pursuant to customary escrow arrangements pending the financial covenants contained release thereof; (r) other Debt in Section 9.01 an aggregate outstanding amount not in excess of $25,000,000 at any one time outstanding; (s) any secured Debt of the Borrower or any Subsidiary in an aggregate principal amount that, immediately after giving effect to the incurrence of such DebtDebt and the use of proceeds thereof, together with the aggregate principal amount of any other Debt outstanding pursuant to this Section 7.08(s), would not exceed the sum of (i) $2,000,000,000 (including the outstanding principal amount of any Debt outstanding under the Senior Notes that has not been classified or reclassified under any other clause of this Section 7.08) plus (ii) [reserved] plus (iii) any remaining available amount of Debt that may be incurred pursuant to Section 7.08(t)(i); provided that Debt incurred pursuant to this clause (iii) may only be used to incur (x) Debt owing to (A) the United States Department of Energy Loan Programs Office, (B) any other Governmental Authority of the United States, or (C) any financial institution acting as an administrator, facilitator, agent, trustee, servicer, conduit, instrumentality or similar capacity with respect to any entity referred to in clauses (A) or (B), for purposes of financing construction of a semiconductor device fabrication facility, a semiconductor materials manufacturing facility and/or a campus of the Borrower or any Subsidiary and (D) such Debt was not incurred by such Permitted Acquisition Target any security provided in connection with such Permitted Acquisition.financing will be limited to the project facilities and other related properties, assets, shares of and all assets of the entity established for holding such project facilities and other related properties and assets, and an unsecured parent guaranty of Borrower (provided that if any such parent guaranty issued by Borrower is secured, the Lender and the Borrower will promptly discuss in good faith for Lender providing consent to such secured guaranty), and/or (y) with the written consent of the Lender (such consent not to be unreasonably withheld, conditioned or delayed), (A) Debt secured solely by any of the Saarland Assets and/or the Siler City Assets and/or the equity interests in any Person that directly owns such pledged assets (and in each case, any immaterial incidental assets related to the foregoing) and/or (B) Capital Lease Obligations arising out of a sale and leaseback transaction of any of the Saarland Assets and/or the Siler City Assets and the pledge of equity interests in any Person that owns the assets subject to such Capital Lease Obligations; (ct) any unsecured Debt under Capital Leases of the Borrower or any Subsidiary in an aggregate principal amount that, immediately after giving effect to the incurrence of such Debt and purchase money financings the use of proceeds thereof, together with the aggregate principal amount of any other Debt outstanding pursuant to this Section 7.08(t), would not exceed the sum of (i) $1,000,000,000, plus (ii) any remaining available amount of Debt that may be incurred pursuant to Section 7.08(s) plus (iii) an unlimited amount provided that after giving effect thereto (and any related transaction) on a pro forma basis the Consolidated Total Leverage Ratio as of the last day of the most recently ended Test Period is no greater than 4.00 to 1.00; (u) any secured Debt of the Borrower or any Subsidiary of any Grant Financing in an aggregate principal amount not to exceed $25,000,000 €1,000,000,000 at any one time outstanding.; (dv) any Guarantees of other Debt associated with bonds or surety other obligations required permitted by Governmental Requirements in connection with the operation of the Midstream Properties.this Agreement; (ew) intercompany Guarantees of Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements under customer financing lines of negotiable instruments for collection credit entered into in the ordinary course of business.; and (gx) unsecured Senior Notes any Debt arising out of the Parent refinancing, extension, renewal or refunding of any Debt permitted under clause (a), (b), (d), (r), (s), (t) or (u) of this Section 7.08 (“Refinanced Debt”); provided that, (i) the Borrower principal amount of such Refinanced Debt does not exceed the outstanding or committed principal amount of the Debt being refinanced (plus costs and accrued and unpaid interest, fees, premiums and expenses related thereto, at renewal and replacement), and (ii) except in the case of clauses (b) and (r), (x) the final maturity date of such Refinanced Debt is after the final maturity date of the Debt being refinanced and (y) the Weighted Average Life to Maturity of such Refinanced Debt (excluding customary amortization) is greater than or equal to the lesser of (1) the Weighted Average Life to Maturity of the Debt being refinanced and (2) the Weighted Average Life to Maturity of the Loans then outstanding. For purposes of determining compliance with this Section 7.08, if the use of proceeds from any guarantees incurrence or issuance of Debt is to fund the repayment of any Debt, then such repayment shall be deemed to have occurred substantially simultaneously with such incurrence or issuance so long as (1) such repayment occurs within one (1) Business Day of such incurrence or issuance and (2) the proceeds thereof and are deposited with a trustee, agent or other representative for such Debt being repaid pending such repayment. For purposes of determining compliance with this Section 7.08, the amount of any unsecured Permitted Refinancing Debt and denominated in any guarantees thereofcurrency other than Dollars shall be calculated based on customary currency exchange rates in effect, in the case of such Debt incurred (in respect of term Debt) or committed (in respect of revolving Debt) on or prior to the Closing Date, on the Closing Date and, in the case of such Debt incurred or assumed (in respect of term Debt) or committed (in respect of revolving Debt) after the Closing Date, on the date that such Debt was incurred or assumed (in respect of term Debt) or committed (in respect of revolving Debt); provided that if such Debt is incurred, assumed or committed to refinance other Debt denominated in a currency other than Dollars (ior in a different currency from the Debt being refinanced), and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the outstanding or committed principal amount of such Debt being refinanced (plus costs and accrued and unpaid interest, fees, premiums and expenses related thereto, at renewal and replacement). Further, for purposes of determining compliance with this Section 7.08, (A) Debt need not be permitted solely by reference to one category of permitted Debt (or any portion thereof) described in Section 7.08 but may be permitted in part under any combination thereof, (B) in the event that an item of Debt (or any portion thereof) meets the criteria of one or more of the categories of permitted Debt (or any portion thereof) described in Section 7.08, the Borrower may, in its sole discretion, classify or reclassify, or later divide, classify or reclassify (as if incurred at such later time), such item of Debt (or any portion thereof) in any manner that complies with this Section 7.08 and at the time of incurring such Senior Notes incurrence, assumption, classification or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred reclassification will be entitled to only include the amount and is then continuing and (B) no Default or Event of Default would result from the incurrence type of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence item of such Senior Notes or Permitted Refinancing Debt (or any portion thereof) in any of the above clauses (or any portion thereof) and any concurrent repayment such item of Debt with the proceeds of (or any portion thereof) shall be treated as having been incurred, assumed or existing pursuant to only such incurrence, if any), clause or clauses (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(bportion thereof). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.

Debt. The Parent and Neither the Borrower will not, and will not permit nor any of the Restricted its Subsidiaries to, will incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) accounts payable and other accrued expenses, liabilities or other obligations to pay (ifor the deferred purchase price of Property or services) Debt from time to time incurred in the ordinary course of the Borrower and its Restricted Subsidiaries existing on business which are not greater than ninety (90) days past the date hereof that is reflected of invoice or delinquent or which are being contested in the Financial Statements good faith by appropriate action and any Permitted Refinancing Debt for which adequate reserves have been maintained in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt accordance with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted AcquisitionGAAP. (c) Debt under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor of its Subsidiaries or between Guarantors Subsidiaries to the extent permitted by Section 9.05(f9.05(g); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) 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 the Guaranty and Security Agreement.. CREDIT AGREEMENT (fd) endorsements of negotiable instruments for collection in the ordinary course of business. (ge) unsecured Senior Notes of the Parent or the Borrower Debt and any guarantees thereof subordinated in right of payment and any unsecured Permitted Refinancing Debt liquidation to the Indebtedness and any guarantees thereof; , provided that (i) (A) at the time of incurring such Senior Notes or Permitted Refinancing DebtDebt is incurred, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, Debt after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent incurrence of such Debt (and the Borrower are in pro forma compliance any concurrent repayment of Debt with the financial covenants contained in Section 9.01 after giving effect to the issuance proceeds of such Senior Notesincurrence) would not result in the total Revolving Credit Exposure exceeding the Borrowing Base as adjusted pursuant to Section 9.02(e)(vii), (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, Debt does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days four years after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days four years after the Maturity Date, and ; (v) such Senior Notes or Permitted Refinancing Debt and any guarantees thereof are subordinated on terms satisfactory to the Administrative Agent and the Majority Lenders, (vi) such Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that which would require a mandatory prepayment or redemption repurchase in priority to the IndebtednessIndebtedness and (vii) prior to the incurrence of such Debt, the Majority Lenders shall have the right to adjust the amount of the Borrowing Base to reflect the incurrence of such Debt utilizing the most recently delivered Reserve Reports, and in no event shall the Borrower incur such Debt until the Borrowing Base has been so adjusted or the Borrower has received a written notice from the Administrative Agent notifying the Borrower that the Majority Lenders have elected not to adjust the Borrowing Base. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (jf) other Debt not to exceed $100,000,000 10,000,000 in the aggregate at any one time outstanding.

Debt. The Parent and the Borrower will shall not, and will shall not permit any of the its Restricted Subsidiaries to, incur, create, assume incur or suffer to exist maintain any Debt, except:other than the following Debt (collectively, “Permitted Debt”): (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) (i) Debt of the Borrower and any of its Restricted Subsidiaries existing under the Loan Documents (including pursuant to Sections 2.6 and 2.7); (b) Debt (i) described on the date hereof that is reflected in the Financial Statements Schedule 8.12 and any Permitted Refinancing Debt in respect thereof and (ii) that is intercompany Debt of any Permitted Acquisition Target outstanding at on the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition.Agreement Date; (ci) Debt under Capital Leases and purchase money financings in an Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any Equipment held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise) and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that, at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of the Borrower as at the last day of the Test Period ended on or prior to the date that such Debt was incurred shall not exceed the greater of (x) $50,000,000 and (y) 9.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to exceed $25,000,000 at any one time outstanding.such date of incurrence); (d) Debt associated with bonds of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or surety obligations required by Governmental Requirements in connection with 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 operation aggregate amount of Debt incurred under this clause (d)(B) is permitted to be incurred as an Investment pursuant to Section 8.11 or (C) any Obligor that is owing to Holdings or any Restricted Subsidiary that is not an Obligor; provided that the Midstream Properties.Debt incurred under this clause (d)(C) shall be subject to the Subordinated Intercompany Note; (e) intercompany Debt between incurred under Hedge Agreements entered into by a Borrower or Restricted Subsidiary; (f) Guaranties by the Borrower and its Restricted Subsidiaries in respect of Debt of the Borrower or any Guarantor Restricted Subsidiary otherwise permitted under this Agreement; provided that (i) if the Debt being guaranteed is Subordinated Debt, such Guaranties shall be subordinated in right of payment to the Guaranty of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Subordinated Debt and (ii) no Guaranty by any Restricted Subsidiary of any Debt of an Obligor shall be permitted unless such Restricted Subsidiary shall have also provided a Guaranty of the Obligations; (i) Debt arising from the honoring by a bank or between Guarantors other financial institution of a check, draft or similar instrument drawn against insufficient funds; provided that such Debt is extinguished within five Business Days of its incurrence and (ii) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased or rented in the ordinary course of business; (h) Debt of any Obligor owing to any other Obligor; (i) Debt of any Obligor or Restricted Subsidiary in respect of (i) performance bonds, completion guarantees, surety bonds, appeal bonds, bid bonds, bankers’ acceptances, warehouse receipts, letters of credit or other similar bonds, instruments or obligations, in each case provided in the ordinary course of business, including Debt evidenced by letters of credit issued in the ordinary course of business to support the insurance or self insurance (to the extent such self insurance is permitted hereunder) obligations of any Obligor or any of its Restricted Subsidiaries (including to secure workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations), but excluding any of the foregoing issued in respect of or to secure Debt for Borrowed Money; (ii) Debt owed to 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 9.05(f8.10; (n) Debt consisting of (i) the financing of insurance premiums or (ii) take or pay obligations entered into in the ordinary course of business; (i) Debt incurred by an Obligor or any of its Restricted Subsidiaries pursuant to transactions permitted under Section 8.18 and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that the aggregate amount of Debt incurred under this clause (o) shall not exceed the greater of (x) $25,000,000 and (y) 4.5% of Consolidated Total Assets as of the last day of the Test Period most recently ended on or prior to the date such Debt was incurred (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (p) Debt of any Restricted Subsidiary that is not an Obligor incurred under this clause (p); provided that (i) such Debt is not heldguaranteed by Holdings or any Obligor, assigned(ii) the holder of such Debt does not have, transferreddirectly or indirectly, negotiated or pledged any recourse to any Person 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 a Guarantor and any Restricted Subsidiary; so long as (iix) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements case of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) secured Debt, at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred incurrence thereof and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect 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 Pro Forma Basis as of the last date of the Test Period most recently ended on or prior to the incurrence of such Senior Notes or Permitted Refinancing Debt 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 any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent after giving Pro Forma Effect thereto and the use of proceeds thereof, the Borrower are would be in pro forma compliance with a Total Net Leverage Ratio, calculated on a Pro Forma Basis as of the financial covenants contained in Section 9.01 after giving effect to last date of the issuance of such Senior Notes, (iii) such Senior Notes Test Period most recently ended on or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date incurrence of such unsecured Debt, that is one hundred eighty no greater than 6.00:1.00; provided that (180A) days after any secured Debt incurred pursuant to clause (x) hereof may only be secured by a first priority security interest in the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than Fixed Asset Collateral and any fee-owned real property and/or a second priority security interest in the date that is one hundred eighty (180) days after the Maturity Date, Current Asset Collateral and (vB) the holder of such Senior Notes Debt (or Permitted Refinancing Debt does not an agent or representative in respect thereof) shall have any mandatory prepayment entered into the Intercreditor Agreement or redemption provisions (other than another customary change of control intercreditor agreement in form and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority substance reasonably satisfactory to the Indebtedness.Collateral Agent and the Borrower; (hr) Debt consisting of the financing of insurance premiums [reserved]; (s) Guaranties incurred in the ordinary course of business.business in respect of obligations to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners; (i) unsecured Debt permitted 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 obligations are incurred in connection with open accounts extended by Section 8.16(b).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 the Borrower 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) other Debt not to exceed $100,000,000 arising from the taking of deposits by a Restricted Subsidiary that constitutes a regulated bank; and (v) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (u) above. For purposes of determining compliance with this Section 8.12, in the aggregate at 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 time outstandingor 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.

Debt. The Parent and the Borrower will not, and will not permit Incur any of the Restricted Subsidiaries to, incur, create, assume or suffer to exist any Debt (including Acquired Debt, ) except: : (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) if (i) Debt the Consolidated Fixed Charge Coverage Ratio of the Borrower and its Restricted Subsidiaries existing Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt, other than Debt Incurred under the date hereof that is reflected in the Financial Statements ABL Facility, being Incurred contemporaneously), and any Permitted Refinancing other Debt in respect Incurred since the beginning of the Four Quarter Period had been Incurred and the proceeds thereof had been applied at the beginning of the Four Quarter Period, and any other Debt repaid (other than any revolving Debt) since the beginning of the Four Quarter Period had been repaid at the beginning of the Four Quarter Period, would be greater than 2.00 to 1.00 and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has shall have occurred and is then continuing, (B) no Default be continuing at the time or Event as a consequence of Default would result from the incurrence Incurrence of such Debt; provided that the aggregate principal amount of such Debt after giving effect on a pro forma basis to the incurrence of such Debt incurred by Restricted Subsidiaries that are not Guarantors (and other than Foreign Subsidiaries or Receivable Subsidiaries) does not exceed $35.0 million at any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, one time outstanding; and (Db) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition. any of the following: (ci) Debt under Capital Leases and purchase money financings Incurred pursuant to any Specified Credit Facility in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. outstanding (dx) the greater of (A) the sum of (1) $550,000,000 and (2) the Incremental Cap and (B) the sum of (1) 50% of the book value of the inventory of the Borrower and its Restricted Subsidiaries and (2) 75% of the accounts receivable of the Borrower and its Restricted Subsidiaries, minus (y) any amounts Incurred and outstanding pursuant to a Qualified Receivables Transaction permitted under clause (xvi) below; (ii) Debt associated under the 2025 Notes and the 2030 Notes outstanding on the Amendment No. 8 Effective Date and the contribution, indemnification and reimbursement obligations owed by the Borrower or any Guarantor to any of the other of them in respect of amounts paid or payable on such 2025 Notes and 2030 Notes; (iii) Guarantees of the the 2025 Notes and the 2030 Notes; -104- (iv) Debt Incurred under this Agreement (including Sections 2.13, 2.14 and 2.15 (including Refinancing Equivalent Debt)) and under the other Loan Documents, or pursuant to Sections 2.14(d) and 2.14(e) in respect of any Incremental Equivalent Debt, and any Refinancing Debt Incurred to refinance such Debt; (v) Debt owed by the Borrower to any Restricted Subsidiary, or by any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary; provided that (x) any such Debt owed by any Restricted Subsidiary that is not a Guarantor to the Borrower or any Guarantor shall be subject to Section 7.06 and (y) any such Debt owed by the Borrower or any Guarantor to any Restricted Subsidiary that is not a Guarantor shall be consist solely of Subordinated Debt and shall be subject to the Intercompany Subordination Agreement; (vi) Guarantees Incurred by the Borrower of Debt of a Restricted Subsidiary otherwise permitted to be Incurred under this Agreement; (vii) Guarantees by any Guarantor of Debt of the Borrower or any Guarantor; provided that (a) such Debt is Incurred in accordance with bonds Section 7.02 hereof and (b) such Guarantees are subordinated to the Obligations to the same extent as the Debt being Guaranteed; (viii) Debt Incurred in respect of workers’ compensation claims and self- insurance obligations, and, for the avoidance of doubt, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, standby letters of credit, letters of credit for operating purposes and completion guarantees provided or surety obligations required Incurred (including Guarantees thereof) by Governmental Requirements the Borrower or a Restricted Subsidiary in the ordinary course of business; (ix) Debt under Swap Contracts and Hedging Obligations; (x) [reserved]; (xi) Debt of the Borrower or any Restricted Subsidiary pursuant to Capital Lease Obligations, Synthetic Lease Obligations and Purchase Money Debt, provided that the aggregate principal amount of such Debt outstanding at any time may not exceed the greater of (x) $350.0 million in the aggregate and (y) 6.0% of Consolidated Total Assets; (xii) Debt arising from agreements of the Borrower or a Restricted Subsidiary providing for indemnification, contribution, earnout, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the operation acquisition or disposition of any business, assets or Equity Interests of a Restricted Subsidiary otherwise permitted under this Agreement; (xiii) the issuance by any of the Midstream Properties. (e) intercompany Debt between Borrower’s Restricted Subsidiaries to the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any of its Restricted Subsidiaries of shares of Preferred Interests; provided, however, that: (A) any subsequent issuance or transfer of Equity Interests that results in any such Preferred Interests being held by a Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereofRestricted Subsidiary; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.and

Debt. The Parent and the Neither such Borrower will not, and will not permit nor any of the Restricted its Subsidiaries to, incur, create, assume shall incur or suffer to exist maintain any Debt, exceptother than: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.Obligations; (b) Debt described on Schedule 6.9; (c) Guaranties permitted by Section 7.14; (d) Capital Leases of Equipment and purchase money secured Debt incurred to purchase Fixed Assets; provided, that (i) Debt of Liens securing the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis same attach only to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to Fixed Asset acquired by the incurrence of such Debt, and (Dii) the aggregate amount of such Debt was (including Capital Leases) outstanding does not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisitionexceed at any time (A) during the period from the Closing Date through and including the first Anniversary Date, $10,000,000; (B) during the period from the first Anniversary Date through and including the second Anniversary Date, $15,000,000; and (C) thereafter, $20,000,000. (ce) Debt evidencing a refunding, renewal or extension of the Debt described on Schedule 6.9; provided, that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof and (iv) the terms of such refunding, renewal or extension are no less favorable to the applicable Borrower, the Administrative Agent or the Lenders than the original Debt; (f) unsecured Debt of (i) a Borrower or Guarantor to any of its wholly-owned Subsidiaries; provided, however, that the aggregate amount of such Debt of all Borrowers and Guarantors to all Foreign Subsidiaries shall not exceed $2,500,000 at any time outstanding (excluding the amount of Debt outstanding pursuant to Section 7.15(l)), (ii) any wholly-owned Subsidiary to a Borrower or Guarantor; provided, however, that the aggregate amount of Debt of all Foreign Subsidiaries to all Borrowers and Guarantors (excluding the $48,000,000 of Debt of Manufacturers’ Services Singapore Pte Ltd. and MSL Overseas Finance B.V. to the Parent outstanding on the Closing Date), together with the aggregate amount of any payments made by the Parent under Capital Leases Guaranties with respect to Foreign Subsidiaries permitted to be entered into by Section 7.14, shall not exceed $2,000,000 at any time outstanding; (iii) any wholly-owned Foreign Subsidiary to any other wholly-owned Foreign Subsidiary; and purchase money financings (iv) any wholly-owned Domestic Subsidiary to any other wholly-owned Domestic Subsidiary; (g) unsecured Debt which is subordinated to the Obligations on terms acceptable to the Administrative Agent and the Majority Lenders and otherwise having terms and conditions acceptable to the Administrative Agent and the Majority Lenders in an aggregate principal amount not to exceed $25,000,000 10,000,000 at any one time outstanding.; (dh) Debt associated of any Foreign Subsidiary (other than Debt outstanding pursuant to Section 7.15(f)) in an aggregate principal amount not to exceed (i) $1,500,000 with bonds respect to any single Foreign Subsidiary at any time outstanding and (ii) $5,000,000 in the aggregate for all Foreign Subsidiaries at any time outstanding; provided, that any such Debt of a Foreign Subsidiary shall not be guaranteed by, or surety obligations required secured by Governmental Requirements any assets of, a Borrower, a Guarantor or a Domestic Subsidiary of a Borrower or Guarantor; (i) Debt of any Person assumed in connection with the operation acquisition by a Borrower or any of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor its Subsidiaries of such Person permitted under Section 7.11 or between Guarantors to the extent permitted by Section 9.05(f)7.12; provided provided, that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any acquired Person other than the becomes a Subsidiary of such Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence Subsidiary upon consummation of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any)acquisition, (ii) such Debt exists at the Parent time such Person becomes a Subsidiary and the Borrower are was not created in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance anticipation of such Senior Notesacquisition, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, Debt does not have any scheduled principal amortization prior to exceed $5,000,000 in the date that is one hundred eighty (180) days after the Maturity Date, aggregate and (iv) any such Senior Notes or Permitted Refinancing Debt that does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt consist of Capital Leases does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred exceed $2,000,000 in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.aggregate;

Debt. The Parent and the Borrower will shall not, and will shall not permit any of the its Restricted Subsidiaries to, incur, create, assume incur or suffer to exist maintain any Debt, except:other than the following Debt (collectively, “Permitted Debt”): (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) (i) Debt of the Borrower and any of its Restricted Subsidiaries existing under the Loan Documents (including pursuant to Sections 2.6 and 2.7); (b) Debt (i) described on the date hereof that is reflected in the Financial Statements Schedule 8.12 and any Permitted Refinancing Debt in respect thereof and (ii) that is intercompany Debt of any Permitted Acquisition Target outstanding at on the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition.Agreement Date; (ci) Debt under Capital Leases and purchase money financings in an Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any Equipment held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that, at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of the Borrower as at the last day of the Test Period ended on or prior to the date that such Debt was incurred shall not exceed the greater of (x) $50,000,000 and (y) 9.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to exceed $25,000,000 at any one time outstanding.such date of incurrence); (d) Debt associated with bonds of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or surety obligations required by Governmental Requirements in connection with 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 operation aggregate amount of Debt incurred under this clause (d)(B) is permitted to be incurred as an Investment pursuant to Section 8.11 or (C) any Obligor that is owing to Holdings or any Restricted Subsidiary that is not an Obligor; provided that the Midstream Properties.Debt incurred under this clause (d)(C) shall be subject to the Subordinated Intercompany Note; (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted incurred under Hedge Agreements entered into by Section 9.05(f); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the a Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.Restricted Subsidiary;

Debt. The Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, incur, create, assume No Loan Party shall incur or suffer to exist maintain any Debt, exceptother than: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.Obligations; (b) (i) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements Closing Date and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect described on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition.Schedule 6.9; (c) Debt under Capital Leases and Leases, mortgage financings or purchase money financings obligations, in an aggregate principal amount not to exceed $25,000,000 at each case, incurred for the purpose of financing all or any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation part of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor purchase price or between Guarantors to the extent permitted by Section 9.05(f)cost of design, construction, installation or improvement of property, plant or equipment, in each case, not constituting Inventory; provided that (i) such Debt is not heldLiens securing the same are permitted by clause (p) of the definition of “Permitted Liens”, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any the aggregate principal amount of such Debt shall be subordinated to (including Capital Leases) outstanding does not exceed $20,000,000 at any time; (d) the Indebtedness on terms set forth in the Guaranty and Security Agreement.Bond Debt; (e) other unsecured Debt; (f) endorsements Debt evidencing a substantially concurrent (substantially concurrent shall be not more than 45 days prior to any refunding, renewal, extension, defeasance, or replacement of negotiable instruments for collection in the ordinary course of business. Debt) refunding, renewal, extension, defeasance, or replacement (g“Refinancing”) unsecured Senior Notes of the Parent or Debt existing on the Borrower Closing Date and any guarantees thereof described on Schedule 6.9 and any unsecured Permitted Refinancing other Debt and any guarantees thereofpermitted hereunder (the “Replaced Debt”); provided that in the case of any such secured debt (i) at the time principal amount thereof is not increased, except in an amount equal to all accrued interest on such Replaced Debt and the amount of incurring fees, expenses and premiums incurred in connection with such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any)Refinancing, (ii) the Parent and Liens, if any, securing such Debt do not attach to any assets in addition to those types of assets, if any, securing the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior NotesReplaced Debt, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date no Person that is one hundred eighty (180) days after the Maturity Datenot an obligor or guarantor of such Replaced Debt as of such date shall become as of such date, an obligor or guarantor thereof, and (iv) the terms of such Senior Notes refunding, renewal, or Permitted Refinancing Debt does extension are not mature sooner materially less favorable, taken as a whole, to the Borrowers, the Agent, or the Lenders than the Replaced Debt, including, without limitation, the maturity date that is one hundred eighty thereof and any principal amortization thereof; (180g) days after the Maturity DateDebt of any Loan Party owed to any Restricted Subsidiaries, and (v) such Senior Notes or Permitted Refinancing Debt does not have of any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority Restricted Subsidiary owed to the Indebtedness.owner of its Capital Stock which is a Loan Party; (h) Debt consisting of the financing of to finance insurance premiums incurred in the ordinary course of business.an amount not to exceed $10,000,000 at any time outstanding; (i) Debt owed by Westlake and/or North American Pipe Corporation to North American Profiles Limited in an amount not to exceed $5,000,000 in the aggregate; provided that any payments or prepayments of such Debt shall permanently reduce the amount of Debt permitted by Section 8.16(bpursuant to this clause (i).; (j) Debt arising under Hedge Agreements or the Gas Supply/Purchase Agreement; (k) Debt among Loan Parties on terms of the kind customarily employed to allocate charges among members of a consolidated group of entities, in each such case, that are fair and reasonable to the Loan Parties and consistent with past practices of the Loan Parties; (l) Guaranties permitted by Section 7.12; (m) Debt constituting Limited Recourse Stock Pledges; and (n) Debt, other Debt than those in clauses (a) through (m) above, secured by Liens on assets not constituting Collateral, in the aggregate principal amount outstanding at any time not to exceed the greater of (i) $100,000,000 600,000,000 or (ii) 24% of Tangible Assets; provided that no Debt shall be permitted under this Section 7.13(n) unless the lenders thereunder shall agree (unless otherwise not required by the Agent), in writing, to (w) provide to the Agent written notice of its intent to foreclose on its liens at least ten (10) Business Days prior to the date on which any foreclosure action is taken, (x) grant to the Agent a royalty-free license to use any patent, trademark, or proprietary information that is subject to a lien held by such lenders in connection with any exercise by the Agent of its rights in the aggregate at Collateral, (y) permit the Agent or its representative to inspect and copy any one time outstandingdocumentation of any Loan Party or any of its Restricted Subsidiaries in possession of such lenders if the Agent determines such documentation is necessary or appropriate to the enforcement of the Agent’s Liens upon the Collateral, and (z) grant the Agent or its representative access to and use of any real property and equipment of any Loan Party or any Restricted Subsidiary in possession of such lenders.

Debt. The Parent and the Borrower will not, and will not Incur or permit any of the Restricted its Subsidiaries to, incur, create, assume or suffer to exist Incur any Debt, exceptDebt other than: (ai) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising Debt under the Loan Documents., the First Lien Loan Documents and the Second Lien Loan Documents; (bii) Capitalized Leases (iother than Surviving Debt) not to exceed in the aggregate $7,500,000; (iii) the Surviving Debt; (iv) unsecured Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof Parent (“Permitted Parent Debt”) that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) is not subject to any guarantee by any Subsidiary of the Parent, (B) will not mature prior to the date that is ninety-one (91) days after the Termination Date, (C) has no scheduled amortization or payments of principal, (D) does not permit any payments in cash of interest or other amounts in respect of the principal thereof for at least five (5) years from the date of the issuance or incurrence thereof, and (E) has mandatory prepayment, repurchase or redemption, covenant, default and remedy provisions customary for senior discount notes of an issuer that is the parent of a borrower under senior secured credit facilities, taken as a whole; provided, any such Debt shall constitute Permitted Parent Debt only if both before and after giving effect to the issuance or incurrence thereof, no Default or Event of Default has shall have occurred and be continuing, it being understood that any capitalized or paid-in-kind interest or accreted principal on such Debt shall not constitute an issuance or incurrence of Debt for purposes of this proviso; (v) Debt of the Borrower under Hedge Agreements; provided that such agreements (A) are designed solely to protect the Loan Parties against fluctuations in foreign currency exchange rates or interest rates and (B) do not increase the Debt of the obligor thereunder outstanding at any time other than as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder; (vi) Debt Incurred in connection with the refinancing of any Debt permitted under Section 5.02(b)(i) or (ii) or clauses (c) or (d) of the definition of Assumed BTI Debt (other than the Debt under the Loan Documents, Permitted Refinancings, Replacement Refinancings or Receivables Refinancings), provided that the Debt Incurred in connection with such refinancing (A) has a scheduled maturity date that is then continuingon or after the scheduled maturity date of the Debt being refinanced, (B) no Default has a weighted average life to maturity that is equal to or Event longer than the remaining weighted average life to maturity of Default would result from the incurrence of such Debt after being refinanced, determined immediately prior to giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any)refinancing, (C) the Parent and the Borrower are does not include any provisions that may require mandatory prepayment of such Debt prior to its scheduled maturity, other than scheduled prepayments taken into consideration in pro forma determining compliance with the financial covenants contained in Section 9.01 after giving effect clause (B) above and other provisions that are not materially more burdensome to the incurrence of obligor thereunder than any such Debtprovisions included in the Debt being refinanced, (D) is Incurred by the same Person that Incurred the Debt being refinanced and is not Guaranteed or secured by any Lien unless the Debt being refinanced was Guaranteed or secured by a Lien (in which case such Debt shall not be Guaranteed by any Person that did not Guarantee the Debt being refinanced and shall not be secured by a Lien on any asset that did not secure the Debt being refinanced), (E) if the refinanced Debt was subordinated to the Debt under the Loan Documents, such Debt is subordinated to the Debt under the Loan Documents on terms no less favorable to the Lenders than the terms on which the Debt being refinanced was so subordinated, and (DF) such has an aggregate principal amount which is equal to the Debt was not incurred by such Permitted Acquisition Target being refinanced, provided that the Debt Incurred in connection with such refinancing may have an aggregate principal amount which is less than the Debt being refinanced in the case of a refinancing of less than all of the Debt referred to in clauses (c) and (d) of the definition of “Assumed BTI Debt” (each refinancing undertaken in accordance with this Section 5.02(b)(vi) shall be referred to herein as an “Existing Debt Refinancing”); (vii) Permitted AcquisitionRefinancing; it being understood that the Loan Parties shall have the right to cause such Permitted Refinancing to be secured and guaranteed in a manner and on terms that are identical in all material respects to the manner in which and the terms on which the Debt under the First Lien Loan Documents (and/or the Second Lien Loan Documents, as applicable) is secured and guaranteed immediately prior to the consummation of such Permitted Refinancing. Effective as of the consummation of such Permitted Refinancing, the Permitted Refinancing lenders shall replace the lenders under the First Lien Loan Documents (and/or the Second Lien Loan Documents, as applicable) as parties to the Third Lien Intercreditor and Subordination Agreement, provided, that (A) there shall be no changes to the provisions of the Third Lien Intercreditor and Subordination Agreement that would adversely affect the rights and obligations thereunder of the Lenders and (B) the Permitted Refinancing documents shall not modify, or prohibit the Borrower from complying with, the provisions of their Agreement with respect to the final maturity date of this Facility. (cviii) Receivables Financing; it being understood that (A) the Loan Parties shall have the right to cause such Receivable Financing to be secured by all Receivables of all of the Loan Parties, (B) effective as of the consummation of such Receivables Financing, the Lenders shall release all Liens in their favor on all Receivables of all of the Loan Parties, it being understood that the Receivables Financing shall be secured by a Lien on all such Receivables that is senior in priority to all other Liens thereon (subject to Permitted Liens), and that the Lenders shall not be entitled to any Lien on the Receivables, (C) effective as of the consummation of such Receivables Financing, the Receivables Financing lenders, the Lenders and the Second Lien Lenders shall replace the Third Lien Intercreditor and Subordination Agreement with a mutually acceptable Intercreditor agreement pursuant to which such lenders, the Lenders and the Second Lien Lenders, among other things, acknowledge that the Liens on the Receivables securing the Receivables Financing shall be senior in priority to all other Liens thereon (subject to Permitted Liens) and that the Liens on all other collateral of the Loan Parties shall be senior in priority to all other Liens thereon (subject to Permitted Liens or as otherwise expressly permitted by the Loan Documents); provided, that the documents evidencing the Receivables Refinancing shall not modify, or prohibit the Borrower from complying with, the provisions of this Agreement with respect to the final maturity date of this Facility or otherwise adversely affect the rights and obligations of the Lenders under the Third Lien Intercreditor and Subordination Agreement; (ix) Replacement Financing; it being understood that effective as of the consummation of such Replacement Financing, the Replacement Financing lenders, the Second Lien Lenders, if not paid in full, the Lenders shall replace the Third Lien Intercreditor and Subordination Agreement with mutually acceptable intercreditor agreements pursuant to which such lenders, the Lenders and the Second Lien Lenders, among other things, acknowledge that the Liens securing such Replacement Financing, the Second Lien Facility, and this Facility shall secure the Debt under such facilities and, if relevant, the Second Lien Facility, shall be senior to the obligations under the Loan Documents on substantially similar terms as set forth in the Third Lien Intercreditor Agreement and that such Liens shall be senior in priority to all other Liens, subject to Permitted Liens; (x) Debt under Capital Leases of the type described in clause (j) of the definition of “Debt” which is secured by a Permitted Lien, to the extent that such Debt is Incurred in the ordinary course of business and purchase money financings is not the subject of an enforcement, collection, execution, levy or foreclosure proceeding and is not duplicative of Debt Incurred pursuant to Section 5.02(b)(xii); (xi) Subordinated Debt of the Loan Parties outstanding at any time in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower 30,000,000, on terms and any Guarantor or between Guarantors conditions no less favorable to the extent permitted by Section 9.05(f); First Lien Lenders and the Second Lien Lenders than under the Loan Documents, provided that (iA) the maturity of such Subordinated Debt is not heldat least 91 days following the final maturity date of the Second Lien Facility, assigned(B) the Administrative Agent (as defined in the Second Lien Credit Agreement) and the Required Lenders under the Second Lien Credit Agreement are reasonably satisfied that the Parent and its Subsidiaries shall be in compliance with the provisions of the Second Lien Loan Documents for the period from the Incurrence of such Subordinated Debt through the final maturity date of the First Lien Facility, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (iiC) any the Required Lenders under the Second Lien Credit Agreement have approved the terms of the subordination relating to such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement.Subordinated Debt; and (fxii) endorsements Debt in respect of negotiable instruments for collection Ordinary Course Obligations in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and an aggregate amount not to exceed $8,000,000 at any guarantees thereof and time outstanding. Notwithstanding any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debtother provision under this Section 5.02(b), (A) no Default the maximum amount of Debt that the Parent or Event a Subsidiary may Incur pursuant to this Section 5.02(b) shall not be deemed to be exceeded with respect to any outstanding Debt, solely as a result of Default has occurred and is then continuing fluctuations in the exchange rates of currencies and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis any Loan Party may Incur Debt owed to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the IndebtednessLoan Party. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.

Debt. The Parent and Become or remain obligated for any indebtedness for borrowed money, or for any indebtedness incurred in connection with the Borrower will notacquisition of any property, and will not permit real or personal, tangible or intangible, or for any of the Restricted Subsidiaries to, incur, create, assume or suffer to exist any other Debt, exceptexcept for: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.to Banks hereunder; (b) current unsecured trade, utility or non-extraordinary accounts payable arising in the ordinary course of Company's or any Subsidiary's businesses; (ic) Debt of the Borrower and its Restricted Subsidiaries existing Future Debt; (d) Subordinated Debt, provided, however, that on the date hereof that any such Debt is reflected incurred, clauses (a) and (c) of the Funding Conditions shall have been satisfied; (e) Debt secured by Liens permitted under Section 8.6(b), not to exceed an aggregate amount of Ten Million Dollars ($10,000,000) at any time outstanding; (f) such other Debt set forth in the Financial Statements Schedule 8.5A and Schedule 8.5B attached hereto, if any (in addition to any other matters set forth in this Section 8.5), and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time renewals or refinancing of such Permitted Acquisition and any Permitted Refinancing Debt indebtedness in respect thereof, ifamounts not exceeding the scheduled amounts (less, in the case of the Debt set forth in Schedule 8.5A, any required amortization according to the terms thereof) on substantially the same terms and otherwise in compliance with this clause Agreement; (ii), i) Intercompany Loans by the Company to any Domestic Subsidiary or by any Domestic Subsidiary to the Company or another Domestic Subsidiary (Aexcluding any Special Purpose Subsidiary and any other Subsidiary excluded from the definition of Significant Subsidiary by the proviso at the end of such definition) made while no Default or Event of Default has occurred and is then continuing, continuing (B) no Default or Event of Default would result from the incurrence of such Debt both before and after giving effect on a pro forma basis thereto), provided, however, that any such Intercompany Loan shall be evidenced by and funded under an Intercompany Note which shall be pledged (pursuant to the incurrence of such Debt (and any concurrent repayment of Debt with Security Agreement) to the proceeds of such incurrenceAgent, if any)in its capacity as Collateral Agent under the Intercreditor Agreement, as security for the Indebtedness, (Cii) Intercompany Loans by the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect Company or any Domestic Subsidiary to a Foreign Subsidiary existing immediately prior to the incurrence of such DebtEffective Date and disclosed on Schedule 8.8 hereto and evidenced by an Intercompany Note pledged (pursuant to the Security Agreement) to the Agent, in its capacity as Collateral Agent under the Intercreditor Agreement, as security for the Indebtedness, and (Diii) such Debt was not incurred by such Permitted Acquisition Target Intercompany Loans (on a subordinated basis in connection with such Permitted Acquisition. (c) Debt under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated relation to the Indebtedness on terms substantially the basis set forth in the Guaranty and Security Agreement. (fform of Intercompany Note, attached hereto) endorsements of negotiable instruments for collection in by any Foreign Subsidiary to the ordinary course of business. (g) unsecured Senior Notes of the Parent Company, another Foreign Subsidiary or the Borrower a Domestic Subsidiary excluding any Special Purpose Subsidiary and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) other Subsidiary excluded from the definition of Significant Subsidiary by the proviso at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence end of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness.definition; (h) Debt consisting of incurred by a Special Purpose Subsidiary under, and secured by assets transferred pursuant to, a Permitted Securitization, whether or not attributable to the financing of insurance premiums incurred in the ordinary course of business.Company under GAAP; (i) Debt permitted arising under Hedging Agreements entered into by Section 8.16(b).the Company (copies of which shall be provided to the Agent promptly following the execution thereof) and Permitted Guaranties; and (j) other Debt for borrowed money in an amount not to exceed $100,000,000 in the aggregate for the Company and its Subsidiaries at any one time outstanding, the sum of Five Million Dollars ($5,000,000), which Debt shall be unsecured except to the extent of any Lien permitted under Section 8.6(d) hereof.

Debt. The Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries toCreate, incur, createassume, assume guarantee, otherwise become liable for or suffer to exist exist, or permit any DebtSubsidiary to create, exceptincur, assume, guarantee, otherwise become liable for or suffer to exist, any Debt or any Contingent Obligation other than: (ai) Indebtedness under this Agreement; (ii) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.Senior Notes; (b) (iiii) Debt of the Borrower Parent and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition. (c) Debt under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding.75,000,000; (div) Debt associated arising as a result of the endorsement in the ordinary course of business of negotiable instruments in the course of collection; (v) Debt existing on the date hereof (Debt existing on the date hereof exceeding $25,000,000 in the aggregate is set forth on Exhibit O); (vi) Debt created by capital leases of property acquired or constructed (including upgrades, reburbishments and renovations) by the Parent or a Subsidiary after the date hereof, provided that the only property subject to such capital lease is the property so acquired, constructed, upgraded, refurbished or renovated; (vii) Debt securing Liens existing on property at the time of acquisition thereof by the Parent or any Subsidiary and not created in contemplation thereof; (viii) Debt of a Subsidiary at the time such Subsidiary is merged or consolidated with bonds or surety obligations required by Governmental Requirements into, or acquired by, Parent or any Subsidiary or becomes a Subsidiary and not created in connection with contemplation thereof; (ix) Debt among the Parent and its Subsidiaries or among Subsidiaries that constitutes a Permitted Investment; (x) Reserved; (xi) Debt, including, without limitation, Project Finance Debt, incurred for the purpose of financing all or a part of the purchase price or construction cost of property (including the cost of upgrading, refurbishing or renovating drilling rigs, drillships and other vessels and platforms) if (A) the principal amount of the Debt does not exceed the cost of the property so acquired, constructed, upgraded, refurbished or renovated plus transaction costs related thereto and (B) such Debt is incurred no later than 12 months after the latest of (x) commencement of commercial operation of the Midstream Properties.property so acquired, constructed, upgraded, refurbished or renovated, (y) completion of the construction, acquisition, upgrade, refurbishment or renovation of such property and (z) acquisition of such property; (exii) intercompany Any Debt between extending, renewing, refinancing, refunding or replacing any of the Borrower and any Guarantor or between Guarantors to the extent foregoing (other than Debt permitted by clause (iii), (iv) and (ix) of this Section 9.05(f5.02(d); provided that ) or Debt described in this Section 5.02(d)(xii), including fees and costs associated therewith, if (i1) the amount of such Debt does not exceed the amount of the Debt being extended, renewed, refinanced, refunded or replaced outstanding at the time of such extension, renewal, refinancing, refunding or replacement, (2) such Debt is not heldsecured by a Lien on any property in addition to that covered by any Lien then securing the Debt being extended, assignedrenewed, transferredrefinanced, negotiated refunded or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Datereplaced, and (v3) the average weighted maturity of such Senior Notes or Permitted Refinancing Debt does is not have any mandatory prepayment or redemption provisions (other shorter than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting average weighted maturity of the financing of insurance premiums incurred in the ordinary course of businessDebt being extended, renewed, refinanced, refunded or replaced. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.

Debt. The Parent and the Borrower will not, and nor will not it permit any of the Restricted Subsidiaries other Credit Party to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness Obligations arising under the Loan Documents., or Cash Management Agreements or the Secured Swap Agreements; (b) (i) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition. (c) Debt under Capital Leases and purchase money financings in an or that constitutes Purchase Money Indebtedness; provided that the aggregate principal amount not to exceed $25,000,000 of all Debt described in this Section 9.02(b) at any one time outstanding.outstanding shall not exceed $50,000,000; (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (ec) intercompany Debt between the Borrower and any Guarantor other Credit Party or between Guarantors to the extent permitted by Section 9.05(f)Credit Parties; provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) Credit Party; and, provided further, that any such Debt owed by a Credit Party shall be subordinated to the Indebtedness Obligations on terms set forth in the Guaranty and Security Guarantee Agreement.; (fd) endorsements Debt constituting a Guarantee by a Credit Party of negotiable instruments for collection the Obligations; (e) other unsecured Debt not to exceed in the ordinary course aggregate at any one time outstanding, the greater of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at $100,000,000 and (ii) 2.0% of Total Assets; (i) Debt in respect of unsecured notes existing on the time Effective Date and listed on Schedule 9.02(f) and (ii) other Debt in respect of incurring such Senior Notes or Permitted Refinancing Debtunsecured notes; provided that, with respect to Debt incurred after the Effective Date, (A) no Default or Event Borrowing Base Deficiency exists at the time of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes Debt or Permitted Refinancing Debt, as applicable, would result therefrom (including after giving effect on a to any automatic reduction of the Borrowing Base pursuant to Section 2.06(e)), (B) after giving pro forma basis effect to the incurrence of such Senior Notes Debt, (x) the Leverage Ratio does not exceed 3.50 to 1.00 and (y) the Current Ratio is not less than 1.00 to 1.00, (C) such Debt does not require any scheduled amortization of principal or Permitted Refinancing Debt (and any concurrent repayment have a maturity date prior to 180 days after the Revolving Credit Maturity Date at the time of Debt with the proceeds incurrence of such incurrence, if any)Debt, (iiD) the Parent covenants and events of default contained in the Borrower documentation governing such Debt are (1) in pro forma compliance with the case of financial covenants, not more restrictive than the financial covenants contained of this Agreement and the other Loan Documents and (2) in Section 9.01 after giving effect to the issuance case of such Senior Notesother covenants and events of default, taken as a whole, not more restrictive than the corresponding terms of this Agreement and the other Loan Documents in each case as reasonably determined in good faith by the Borrower, (iiiE) the documents governing such Senior Notes or Permitted Refinancing Debt, as applicable, does Debt do not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have contain any mandatory prepayment or redemption Redemption provisions (other than customary change of control and or asset sale tender offer provisions) that which would require a mandatory prepayment or redemption Redemption of such Debt in priority to the Indebtedness.Loans and (F) such Debt does not prohibit prior repayment of the Obligations; (g) Debt which constitutes a Permitted Refinancing of Debt outstanding or incurred under Section 9.02(f); (h) Debt consisting incurred or deposits made by the Credit Parties (i) under worker’s compensation laws, unemployment insurance laws or similar legislation, (ii) in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which such Credit Party is a party, (iii) to secure public or statutory obligations of such Credit Party, and (iv) of cash or U.S. government securities made to secure the performance of statutory obligations, surety, stay, customs and appeal bonds to which such Credit Party is a party in connection with the operation of the financing of insurance premiums incurred Hydrocarbon Interests in the ordinary course of business.; (i) Debt of any Credit Party assumed in connection with any acquisition permitted by Section 8.16(b).9.05 so long as such Debt is not incurred in contemplation of such acquisition, and any Permitted Refinancing thereof; provided that after giving pro forma effect to such acquisition and the assumption of such Debt, (i) the Leverage Ratio does not exceed 3.50 to 1.00 and (ii) the Current Ratio is not less than 1.00 to 1.00; (j) other Permitted Pari Term Loan Debt not incurred on or prior to exceed $100,000,000 in the earlier of (x) May 17, 2024 and (y) the first Term Loan Facility Closing Date; provided that (i) the aggregate principal amount of Permitted Pari Term Loan Debt permitted by this clause (j) shall not exceed, at the time of incurrence thereof, an aggregate principal amount equal to the least of the following: (A) the Borrowing Base then in effect minus the Aggregate Elected Revolving Commitment Amount then in effect, (B) an amount equal to the Aggregate Elected Revolving Commitment Amount at such time and (C) an amount equal to thirty-three and one-third percent (33-1/3%) of the sum of (1) the Aggregate Elected Revolving Commitment Amount then in effect plus (2) the aggregate principal amount of Permitted Pari Term Loan Debt then outstanding (after giving effect to any one time outstandingsuch incurrence of Permitted Pari Term Loan Debt); and (ii) for the avoidance of doubt, no Permitted Pari Term Loan Debt may be issued or incurred during an Investment Grade Period; (k) Debt which constitutes a Permitted Refinancing of Debt outstanding or incurred under Section 9.02(j); and (l) Debt described in clause (k) of the definition of “Debt”.

Debt. The Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries toCreate, incur, create, assume or suffer to exist exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (ai) the Notes or other Indebtedness arising Debt under the Loan Documents or the Second Lien Loan Documents; (ii) Capitalized Leases and Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate the greater of (A) $18,000,000 and (B) 9% of Consolidated total assets at the time such Debt is incurred, in each case at any guaranty time outstanding; (iii) the Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt and guarantees of the Surviving Debt or the extension, refunding or refinancing of such Surviving Debt; provided that (A) the amount of such extending, refunding or refinancing Debt does not result in an increase in the aggregate principal or facility amount thereof (plus the amount of any premium paid in respect of such Debt in connection with any such extension, refunding or refinancing and plus the amount of reasonable expenses incurred by Parent and its Subsidiaries in connection therewith), (B) such Debt (if it is term debt) does not have a weighted average life to maturity that is less than the weighted average life to maturity of the Debt being extended, refunded or refinanced, (C) such Debt (if it is term debt) does not have a final maturity earlier than the final maturity of the Debt being extended, refunded or refinanced, (D) the direct and contingent obligors therefor shall not be changed (unless any contingent obligor is released), as a result of or suretyship arrangement for in connection with such extension, refunding or refinancing and (E) if the Notes Debt being extended, refunded or other Indebtedness arising refinanced is subordinate or junior to the Advances and any Guaranty thereof, then the Debt incurred to extend, refund or refinance such Debt shall be subordinate to the Advances and any Guaranty, as the case may be, at least to the same extent and in the same manner as the Debt being extended, refunded or refinanced; (iv) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates, commodity prices or currency exchange rates incurred in the ordinary course of business and consistent with prudent business practice; (v) Debt owed to the Borrower or a wholly owned Restricted Subsidiary of the Borrower, which Debt shall (x) in the case of Debt owed to a Loan Party by a Loan Party, constitute Pledged Debt and (y) be otherwise permitted under the Loan Documents.provisions of Section 5.02(f); (bvi) To the extent it constitutes Debt, Debt incurred by the Borrower or any of its Restricted Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Borrower or any such Restricted Subsidiary pursuant to such agreements, in connection with Acquisitions permitted by Section 5.02(f) or Transfers permitted by Section 5.02(e); provided that, in respect of any Debt incurred hereunder pursuant to agreements providing for indemnification in connection with Transfers permitted by Section 5.02(e), such Debt shall not exceed the amount of Net Cash Proceeds received from such Transfers; (ivii) Debt which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (viii) Debt of Foreign Subsidiaries not to exceed $12,000,000 at any time and unsecured guarantees of such Debt; (ix) Debt of a Restricted Subsidiary outstanding on the date such Restricted Subsidiary was acquired by the Borrower or any of its Restricted Subsidiaries or assumed in connection with the acquisition of assets from a Person (other than Debt incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of the Borrower or was otherwise acquired by the Borrower) in an Acquisition permitted by Section 5.02(f); and (x) Debt consisting of the deferred purchase price of Acquisitions permitted under Section 5.02(f); and (xi) other unsecured Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition. (c) Debt under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation greater of $12,000,000 and 6% of Consolidated total assets at the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) time such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreementincurred. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.

Debt. (i) The Parent and the Borrower will not, and will not permit any of the its Restricted Subsidiaries to, incurIncur any Debt (other than the Advances and Debt existing on the Effective Date); provided that the Borrower or any Guarantor may Incur Debt if, createafter giving pro forma effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom (as though such Incurrence and receipt and application had occurred on the first day of the most recently ended four fiscal quarter period), assume (x) no Event of Default shall have occurred and be continuing and (y) the Interest Coverage Ratio shall be equal to or suffer to exist greater than 2.00:1.0. (ii) Notwithstanding the foregoing Section 5.02(b)(i), the Borrower and any Debt, exceptRestricted Subsidiary (except as specified below) may Incur each and all of the following: (a1) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) (i) Term Debt of the Borrower and its Restricted Subsidiaries existing on any Guarantor outstanding under the date hereof that is reflected First Lien Credit Agreement at any time in an aggregate principal amount (together with refinancings thereof) not to exceed $400,000,000 less any amount of such Debt permanently repaid as provided under Section 5.02(d) and (2) revolving Debt of the Financial Statements Borrower and any Permitted Refinancing Debt Guarantor outstanding under the First Lien Credit Agreement or one or more other revolving credit facilities at any time in respect thereof an aggregate principal amount (together with refinancings thereof) not to exceed the greater of (x) $35,000,000 and (iiy) the Borrowing Base at such time; (B) Debt of owed (1) to the Borrower or any Permitted Acquisition Target outstanding at the time Guarantor evidenced by a promissory note or (2) to any other Restricted Subsidiary; provided that (x) any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Permitted Acquisition Debt (other than to the Borrower or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Debt not permitted by this clause (B) and (y) if the Borrower or any Permitted Refinancing Guarantor is the obligor on such Debt, such Debt must be expressly subordinated in respect thereof, ifright of payment to the Advances, in the case of this the Borrower, or the Subsidiary Guaranty, in the case of a Guarantor; (C) Debt issued in exchange for, or the net proceeds of which are used to refinance, refund, replace, renew or extend (including pursuant to any defeasance or discharge mechanism) then outstanding Debt (other than Debt outstanding under clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from hereof but including any Debt existing on the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (Effective Date) and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition. (c) Debt under Capital Leases and purchase money financings refinancings thereof in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. the amount so refinanced or refunded (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower plus premiums, accrued and any Guarantor or between Guarantors to the extent permitted by Section 9.05(funpaid interest, fees, underwriting discounts, commissions and expenses); provided that (i1) Debt the proceeds of which are used to refinance or refund the Advances or Debt that is pari passu with, or subordinated in right of payment to, the Advances or the Subsidiary Guaranty shall only be permitted under this clause (C) if (x) in case the Advances are refinanced in part or the Debt to be refinanced is pari passu with the Advances or the Subsidiary Guaranty, such new Debt, by its terms or by the terms of any agreement or instrument pursuant to which such new Debt is not heldoutstanding, assignedis expressly made pari passu with, transferredor subordinate in right of payment to, negotiated the remaining Advances or pledged the Subsidiary Guaranty, or (y) in case the Debt to be refinanced is subordinated in right of payment to the Advances or the Subsidiary Guaranty, such new Debt, by its terms or by the terms of any Person other than agreement or instrument pursuant to which such new Debt is issued or remains outstanding, is expressly made subordinate in right of payment to the Borrower Advances or a Guarantor and (ii) any such the Subsidiary Guaranty at least to the extent that the Debt shall to be refinanced is subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent Advances or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that Subsidiary Guaranty, (i2) at the time of incurring such Senior Notes or Permitted Refinancing new Debt, (Ax) no Default or Event in the case of Default has occurred and Preferred Interests, is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization redeemable prior to the date that is one hundred eighty (180) 91 days after the Maturity Termination Date, or (ivy) in the case of Debt other than Preferred Interests, determined as of the date of Incurrence of such Senior Notes or Permitted Refinancing Debt new Debt, does not mature sooner than prior to the date that Stated Maturity of the Debt to be refinanced or refunded, and the Average Life of such new Debt is one hundred eighty at least equal to the remaining Average Life of the Debt to be refinanced or refunded and (1803) days after such new Debt is Incurred by the Maturity DateBorrower or a Guarantor or by the Restricted Subsidiary who is the obligor on the Debt to be refinanced or refunded; (D) guarantees of the Advances by any Restricted Subsidiary; (1) Capitalized Leases not to exceed in the aggregate $30,000,000 at any time outstanding, and (v2) in the case of Capitalized Leases to which any Restricted Subsidiary of the Borrower is a party, Debt of the Borrower of the type described in clause (i) of the definition of “Debt” guaranteeing the Obligations of such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness.Restricted Subsidiary under such Capitalized Leases; (hF) Permitted Purchase Money Debt; (G) Debt consisting in respect of the financing of insurance premiums Secured Hedge Agreements (as defined in the First Lien Credit Agreement) and other Hedge Agreements designed to hedge against fluctuations in interest rates incurred in the ordinary course of business.business and consistent with prudent business practice or required by the First Lien Credit Agreement; (iH) Preferred Interests issued by the Borrower or any of its Restricted Subsidiaries that are not redeemable prior to the date that is 91 days after the Termination Date; (I) Contingent Obligations of any Loan Party in respect of any Debt of any other Loan Party that is permitted under this Agreement; (J) Permitted Existing FCC Loans and Permitted Existing RUS/RTB Debt; and (K) Debt of the Borrower or any Guarantor (in addition to Debt permitted by Section 8.16(b). under clauses (jA) other Debt through (J) above) in an aggregate principal amount outstanding at any time (together with refinancings thereof) not to exceed $100,000,000 15,000,000. (iii) Notwithstanding any other provision of this Section 5.02(b), the maximum amount of Debt that may be Incurred pursuant to this Section 5.02(b) will not be deemed to be exceeded, with respect to any outstanding Debt due solely to the result of fluctuations in the aggregate at exchange rates of currencies. (iv) For purposes of determining any particular amount of Debt under this Section 5.02(b), (x) Debt Incurred under the First Lien Credit Agreement on or prior to the Effective Date shall be treated as Incurred pursuant to Section 5.02(b)(ii)(A) and (y) guarantees, Liens or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this Section 5.02(b), in the event that an item of Debt meets the criteria of more than one of the types of Debt described above (other than Debt referred to in clause (x) of the preceding sentence), including under clause (i), the Borrower, in its sole discretion, shall classify, and from time outstandingto time may reclassify, such item of Debt. (v) The Borrower will not Incur any Debt if such Debt is subordinate in right of payment to any other Debt unless such Debt is also subordinate in right of payment to the Advances to the same extent.

Debt. The Parent and the Borrower will shall not, and will shall not permit any of the its Restricted Subsidiaries to, incur, create, assume incur or suffer to exist maintain any Debt, except:other than the following Debt (collectively, “Permitted Debt”): (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) (i) Debt of the Borrower and any of its Restricted Subsidiaries existing under the Loan Documents (including pursuant to Sections 2.6 and 2.7); (b) Debt (i) described on the date hereof that is reflected in the Financial Statements Schedule 8.12 and any Permitted Refinancing Debt in respect thereof and (ii) that is intercompany Debt of any Permitted Acquisition Target outstanding at on the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition.Agreement Restatement Effective Date; (ci) Debt under Capital Leases and purchase money financings in an Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any Equipment held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise) and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that, at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of the Borrower as at the last day of the Test Period ended on or prior to the date that such Debt was incurred shall not exceed the greater of (x) $50,000,000 and (y) 9.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to exceed $25,000,000 at any one time outstanding.such date of incurrence); (d) Debt associated with bonds of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or surety obligations required by Governmental Requirements in connection with 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 operation aggregate amount of Debt incurred under this clause (d)(B) is permitted to be incurred as an Investment pursuant to Section 8.11 or (C) any Obligor that is owing to Holdings or any Restricted Subsidiary that is not an Obligor; provided that the Midstream Properties.Debt incurred under this clause (d)(C) shall be subject to the Subordinated Intercompany Note; (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted incurred under Hedge Agreements entered into by Section 9.05(f); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the a Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.Restricted Subsidiary;

Debt. The Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries toCreate, incur, createGuarantee, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.Obligations; (b) [reserved]; (c) Permitted Purchase Money Debt, so long as the aggregate outstanding principal amount of such Debt does not, at any one time, exceed $10,000,000; (d) Funded Debt (other than the Obligations, Permitted Purchase Money Debt, the Scheduled Noteholder Debt and Funded Debt as described under, and permitted by, Section 9.1(f)), but only to the extent outstanding on the Closing Date and listed on Schedule 9.1; (e) Scheduled Noteholder Debt; (f) subsequent to the Closing Date, Funded Debt of a Person existing at the time that such Person became a Subsidiary (by Acquisition, an Investment or otherwise) or Funded Debt assumed in connection with any Acquisition or Investment, to the extent that (i) such Debt was not incurred in connection with, or in contemplation of, such Person’s becoming a Subsidiary or such Acquisition; (ii) no Borrower or Subsidiary (other than the Credit Parties party to any such Acquisition) shall have any liability or other obligation with respect to such Debt; (iii) the outstanding principal amount of such Debt does not exceed $1,000,000 in the aggregate, at any time outstanding; and (iv) such Debt is unsecured or is secured only by Liens permitted by Section 9.2(j); (g) Debt arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (h) Debt incurred in the Ordinary Course of Business with respect to surety, appeal, stay, customs or performance bonds, workers’ compensation claims, self-insurance obligations or other similar obligations; (i) Debt consisting of the Borrower customary indemnification, purchase price adjustments and its Restricted Subsidiaries existing on the date hereof similar contingent obligations in favor of purchasers in connection with Permitted Asset Dispositions; (j) [reserved]; (k) Intercompany Debt, provided that is reflected in the Financial Statements and any Permitted Refinancing (i) all such Debt in respect thereof and shall be unsecured Debt; (ii) all such Debt shall constitute Subordinated Debt, as and when incurred, without necessity of any Permitted Acquisition Target outstanding at further action on the time part of Administrative Agent or Borrower(s) obligated thereon or holding such Permitted Acquisition and any Permitted Refinancing Debt, (iii) such Debt in respect thereof, ifpayable by a Credit Party to a Subsidiary that is not a Credit Party shall not be paid, in the case of this whole or in part, except as provided in clause (ii)iv) below, unless and until all Obligations have been Paid in Full; (Aiv) such Debt payable to a Subsidiary that is not a Credit Party may be paid in accordance with its terms from time to time, but may not be prepaid so long as no Default or Event of Default has occurred then exists and is then continuing, none would be caused by such payment being made; (Bv) no Default or Event of Default would result from such Debt shall be deemed assigned to Administrative Agent as additional Collateral effective with the incurrence thereof without necessity of such Debt after giving effect further action on a pro forma basis to the incurrence part of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (CAdministrative Agent or Borrower(s) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of obligated thereon or holding such Debt, and Administrative Agent at any time and from time to time shall have the right (Dbut not the obligation) to enforce the payment and collection of such Debt owing to a Credit Party and to require that such Debt owing to a Credit Party be evidenced by one or more promissory notes (if not then so evidenced) and be endorsed to and deposited with Administrative Agent to facilitate the assignment thereof to Administrative Agent, and in such event, Administrative Agent shall be a holder in due course thereof; (vi) such Debt was shall not incurred be assigned to any Person by the holder thereof, except to Administrative Agent or Term Loan Agent (subject to the Term Loan Intercreditor Agreement) as provided above; (vii) if payable by a Subsidiary that is not a Credit Party to a Credit Party, such Permitted Acquisition Target Debt shall not be reduced or forgiven, or converted to equity, or be subordinated (except pursuant hereto) by any holder of such Debt; (viii) if any Bankruptcy Event of Default shall have occurred, Administrative Agent shall have the sole and exclusive right (but not the obligation) to file proofs of claim and take other actions, in connection with its discretion, in respect of such Permitted Acquisition. Debt in such proceeding and to receive the entirety of any payments made thereon for application to the Obligations; and (cix) such Debt under Capital Leases and purchase money financings in an aggregate principal amount payable to a Subsidiary that is not to exceed $25,000,000 a Credit Party does not, at any one time outstanding.time, exceed $500,000; (l) Permitted Refinancing Debt of Debt permitted under clauses (c), (d), (f) and (p) in this Section 9.1; (m) Debt associated with bonds or surety obligations required by Governmental Requirements arising in connection with the operation financing of insurance premiums in the Midstream Properties.Ordinary Course of Business subject to compliance with Section 9.14; (en) intercompany Debt between representing deferred compensation to officers, directors or employees of any Borrower, and other accrued and deferred expenses (including salaries, accrued vacation and other compensation) issued or incurred in the Borrower Ordinary Course of Business; (o) Debt consisting of unsecured Earn-Outs not exceeding $2,000,000, purchase price adjustments, indemnification or similar deferred or contingent obligations, seller promissory notes and payment obligations in respect of non-competition agreements incurred in connection with any Guarantor or between Guarantors to the extent permitted by Section 9.05(f)Acquisition; provided that (i) each such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt seller promissory note shall be subordinated in right of payment to the Indebtedness Obligations pursuant to a Subordination Agreement on terms set forth acceptable to Administrative Agent; (p) Debt incurred under or permitted pursuant to the Term Loan Credit Agreement, so long as such Term Loan Debt is subject to the Term Loan Intercreditor Agreement; (q) Debt consisting of obligations owing to credit card processors in the Guaranty and Security Agreement.Ordinary Course of Business; (fr) endorsements Debt consisting of negotiable instruments for collection unsecured obligations owing under any dealer, customer or supplier incentive, supply, license or similar agreements entered into in the ordinary course of business.; (gs) unsecured Senior Notes to the extent constituting Debt, customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased in the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that ordinary course of business; (t) Guarantees (i) at the time by a Credit Party with respect to Debt of incurring such Senior Notes or Permitted Refinancing Debtanother Credit Party otherwise permitted pursuant to this Section 9.1, (A) no Default or Event of Default has occurred and is then continuing and (Bii) no Default by a Subsidiary that is not a Credit Party with respect to Debt of any Credit Party or Event Subsidiary otherwise permitted pursuant to this Section 9.1; (u) Subordinated Debt in an aggregate amount not exceeding $2,500,000; (v) unsecured Debt in an aggregate amount not exceeding $1,000,000 to future, current or former officers, managers, consultants, directors, and employees, and their respective estates, spouses or former spouses or Affiliates to finance the purchase or redemption of Default would result from the incurrence Equity Interests or other equity-based awards of such Senior Notes a Credit Party or Permitted Refinancing Debt, as applicable, after giving effect on Subsidiary or a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing parent thereof permitted under Section 9.3; (w) Debt (and any concurrent repayment i) evidenced by the Existing Letter of Debt with the proceeds of such incurrence, if any)Credit in an amount not to exceed $27,725.50, (ii) the Parent in respect of Borrowers’ commercial credit card program with Regions Bank in an aggregate amount not to exceed $315,000 and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) in respect of Borrowers’ automated clearinghouse programs with Regions Bank in an aggregate amount not to exceed $1,150,000 so long as, in the case of (ii) and (iii), such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior commercial credit card programs and automated clearinghouse programs with Regions Bank are terminated upon the earlier to occur of (x) Borrowers’ satisfaction of the requirement set forth in Section 8.16(c) hereof and (y) the date that is one hundred eighty fifty (180150) days after following the Maturity Closing Date, ; and (ivx) such Senior Notes or Permitted Refinancing any other Debt that is not secured by a Lien and does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change exceed a principal amount of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 2,500,000 in the aggregate at any one time outstanding. provided, however, that, for the avoidance of any doubt, and notwithstanding any provision of the foregoing that may be to the contrary, no Borrower shall Guarantee any Debt of any Credit Party except for Debt of another Borrower that is expressly permitted to be created, incurred or assumed pursuant hereto, and Debt consisting of any Obligations.

Debt. (a) The Parent and the Borrower will not, and will not permit any of the its Restricted Subsidiaries to, incurIncur any Debt (including Acquired Debt); provided, createhowever, assume or suffer to exist any Debt, except: that the Borrower and the Guarantors may Incur Debt if on the date thereof (aA) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement Consolidated Coverage Ratio for the Notes or other Indebtedness arising under the Loan Documents. (b) (i) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements at least 2.50 to 1.00; and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default shall have occurred and be continuing or would result from occur as a consequence of Incurring the incurrence Debt or transactions relating to such Incurrence. (b) Notwithstanding Section 9.02(a), the Borrower and its Restricted Subsidiaries may Incur the following Debt: (i) Debt of the Borrower or a Guarantor Incurred pursuant to (x) the Senior Credit Agreement in an aggregate principal amount at any time outstanding not to exceed the greater of (A) $700,000,000, which amount shall be reduced by $300,000,000 in five consecutive and equal quarterly installments of $60,000,000, the initial reduction of which shall occur on December 31, 2007 and the last reduction shall occur on December 31, 2008 and (B) 30% of Adjusted Consolidated Net Tangible Assets, and Guarantees of the Borrower or any Restricted Subsidiaries in respect of the Debt Incurred pursuant to the Senior Credit Agreement, (y) this Agreement, and (z) any Exchange Notes; (ii) Debt represented by the Guaranty Agreement and other Guarantees by the Guarantors of Debt Incurred in accordance with the provisions of this Agreement; provided that in the event such Debt that is being Guaranteed is a Subordinated Obligation or a Guarantor Subordinated Obligation, then the related Guarantee shall be subordinated in right of payment to the Guaranty Agreement, as the case may be; (iii) Debt of the Borrower owing to and held by any Restricted Subsidiary or Debt of a Restricted Subsidiary owing to and held by the Borrower or any Restricted Subsidiary; provided, however, (A) if the Borrower is the obligor on such Debt, such Debt is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Loans; (B) if a Guarantor is the obligor on such Debt and the Borrower or a Guarantor is not the obligee, such Debt is subordinated in right of payment to the Guaranty Agreement of such Guarantor; and (C) (1) any subsequent issuance or transfer of Equity Interest or any other event which results in any such Debt being beneficially held by a Person other than the Borrower or a Restricted Subsidiary of the Borrower and (2) any sale or other transfer of any such Debt to a Person other than the Borrower or a Restricted Subsidiary of the Borrower shall be deemed, in each case, to constitute an Incurrence of such Debt after giving effect on a pro forma basis to by the incurrence of Borrower or such Subsidiary, as the case may be; (iv) Debt represented by (x) the Senior Notes, (y) any Debt (and any concurrent repayment of other than Debt with the proceeds of such incurrence, if anydescribed in clauses (i), (Cii), (iii), (vi), (viii), (ix) and (x) of this Section 9.02(b)) outstanding on the Parent Effective Date, including without limitation the Existing Convertible Notes, and (z) any Refinancing Debt Incurred in respect of any Debt described in this clause (iv), clause (v), clause (vii) or clause (xvi) of this paragraph or Incurred pursuant to Section 9.02(a); (v) Debt of a Restricted Subsidiary Incurred and outstanding on the date on which such Restricted Subsidiary was acquired by, or merged into, the Borrower are or any Restricted Subsidiary (other than Debt Incurred (a) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Borrower or (b) otherwise in pro forma compliance with connection with, or in contemplation of, such acquisition); provided, however, that at the financial covenants contained in time such Restricted Subsidiary is acquired, the Borrower would have been able to Incur $1.00 of additional Debt pursuant to Section 9.01 9.02(a) after giving effect to the incurrence Incurrence of such Debt, and Debt pursuant to this clause (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition.v); (cvi) Debt under Capital Leases Hedging Obligations that are Incurred in the ordinary course of business or as otherwise required to be incurred under the Senior Credit Agreement (and not for speculative purposes) (x) for the purpose of fixing or hedging interest rate risk with respect to any Debt Incurred without violation of this Agreement; (y) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; or (z) for the purpose of fixing or hedging commodity price risk with respect to any commodities; (vii) Debt represented by Capitalized Lease Obligations, mortgage financings or purchase money financings obligations or other Debt, in each case Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvements of property used in the business of the Borrower or such Guarantor, and Attributable Debt, in an aggregate principal amount not to exceed at any time outstanding the greater of $25,000,000 at any one time outstanding.and 1.5% of Adjusted Consolidated Net Tangible Assets; (dviii) Debt associated Incurred in respect of workers' compensation claims, self-insurance obligations, performance, surety and similar bonds and completion guarantees issued for the account of or provided by the Borrower or a Restricted Subsidiary in the ordinary course of business, including guarantees and obligations of the Borrower or any Restricted Subsidiary with bonds respect to letters of credit supporting such obligations (in each case other than an obligation for borrowed money); (ix) Debt arising from agreements of the Borrower or surety obligations required by Governmental Requirements a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the operation disposition of any business or assets of the Midstream Properties. (e) intercompany Borrower or any business, assets or Equity Interest of a Restricted Subsidiary, provided that the maximum aggregate liability in respect of all such Debt between shall at no time exceed the gross proceeds actually received by the Borrower and any Guarantor its Restricted Subsidiaries in connection with such disposition; (x) Debt arising from the honoring by a bank or between Guarantors to other financial institution of a check, draft or similar instrument (except in the extent permitted by Section 9.05(f)case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided provided, however, that (i) such Debt is not held, assigned, transferred, negotiated or pledged extinguished within five business days of Incurrence; (xi) Indebtedness Incurred in respect of obligations relating to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth net gas balancing positions arising in the Guaranty and Security Agreement.ordinary course of business; (fxii) endorsements of negotiable instruments for collection in the ordinary course of business.; (gxiii) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisionsfor borrowed money) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business.business in connection with Hydrocarbon transportation, Hydrocarbon purchasing or other similar arrangements, provided that such arrangements are disclosed to the Administrative Agent; (ixiv) Debt permitted incurred in connection with vendor financing provided by Section 8.16(b). (j) other Debt Midland Pipe Corporation and its affiliates not to exceed $100,000,000 15,000,000 in the aggregate at any one time outstanding; (xv) Debt incurred to finance insurance premiums; (xvi) Debt in connection with trade payables owed to FM Services, Inc. arising in the ordinary course of business; and (xvii) in addition to the items referred to in clauses (i) through (xvi) above, Debt of the Borrower and the Guarantors in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Debt Incurred pursuant to this clause (xvii) (including any Refinancing Debt incurred under clause (iv) above with respect to such Debt) and then outstanding, will not exceed the greater of $30,000,000 and 2% of Adjusted Consolidated Net Tangible Assets. (c) Notwithstanding the foregoing, the Borrower will not Incur any Debt under Section 9.02(b) if the proceeds thereof are used, directly or indirectly, to refinance any Subordinated Obligations of the Borrower unless such Debt will be subordinated to the Loans to at least the same extent as such Subordinated Obligations. No Guarantor will Incur any Debt under Section 9.02(b) if the proceeds thereof are used, directly or indirectly, to refinance any Guarantor Subordinated Obligations of such Guarantor unless such Debt will be subordinated to the obligations of such Guarantor under the Guaranty Agreement to at least the same extent as such Guarantor Subordinated Obligations. No Restricted Subsidiary (other than a Guarantor) may Incur any Debt if the proceeds are used to refinance Debt of the Borrower. (d) For purposes of determining compliance with, and the outstanding principal amount of any particular Debt Incurred pursuant to and in compliance with, this covenant: (i) in the event that Debt meets the criteria of more than one of the types of Debt described in Section 9.02(a) or 9.02(b), the Borrower, in its sole discretion, will classify such item of Debt on the date of Incurrence and, subject to clause (ii) below, may later classify such item of Debt in any manner that complies with this covenant and only be required to include the amount and type of such Debt in one of such clauses; provided that all Debt outstanding on the Effective Date under the Senior Credit Agreement shall be deemed initially Incurred on the Effective Date under Section 9.02(b)(i) and not Section 9.02(a) or 9.02(b)(iv) and may not later be reclassified; (ii) Guarantees of, or obligations in respect of letters of credit relating to, Debt which is otherwise included in the determination of a particular amount of Debt shall not be included; (iii) if obligations in respect of letters of credit are Incurred pursuant to the Senior Credit Agreement and are being treated as Incurred pursuant to Section 9.02(b)(i) and the letters of credit relate to other Debt, then such other Debt shall not be included; (iv) the principal amount of any Disqualified Stock of the Borrower or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary that is not a Guarantor, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (v) Debt permitted by this covenant need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Debt; and (vi) the amount of Debt issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP. Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Debt and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock will not be deemed to be an Incurrence of Debt for purposes of this covenant. (e) If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Debt of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date (and, if such Debt is not permitted to be Incurred as of such date under this Section 9.02, the Borrower shall be in Default of this covenant). (f) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Debt that the Borrower may Incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Debt Incurred to refinance other Debt, if Incurred in a different currency from the Debt being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Debt is denominated that is in effect on the date of such refinancing. (g) Unless and until the Covenant Effectiveness Date shall occur, the Borrower, notwithstanding any other provision of this Section 9.02 to the contrary, will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt except Debt permitted to be Incurred pursuant to Section 9.02 of the Senior Secured Credit Agreement as in effect on the date hereof the terms of which are hereby incorporated by reference whether or not the Senior Secured Credit Agreement shall then be in effect.

Debt. The Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries toCreate, incur, createassume, assume or suffer to exist exist, or permit any Subsidiary to create, incur, assume, or suffer to exist, any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) (i1) Debt of the Borrower and its Restricted Subsidiaries existing on under this Agreement or the Notes; (2) Debt described in Schedule 6.2, but no renewals, extensions, or refinancings thereof; (3) Accounts payable to trade creditors for goods or services which are not aged more than ninety (90) days from billing date hereof that is reflected incurred in the Financial Statements ordinary course of business and any Permitted Refinancing Debt paid within the specified time, unless contested in respect thereof good faith and by appropriate proceedings; (ii4) Debt of any Permitted Acquisition Target outstanding at Subsidiary to the time Borrower provided such Debt complies with any applicable requirements set forth in Section 6.8; (5) Debt of the Borrower arising with respect to Borrower's commitment to provide funds to any Financed Franchisee or to any Financed Subsidiary so long as such commitment to provide funds complies with the requirements set forth in Section 6.8; (6) Debt which constitutes indebtedness for borrowed money owed by a Financed Franchisee to a Person other than the Borrower which indebtedness is in existence on the date such Financed Franchisee becomes a Financed Subsidiary, and any renewal, extension or refinancing of such Permitted Acquisition Debt, provided, that as of and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) after giving effect to such Financed Franchisee becoming a Financed Subsidiary no Default or Event of Default has occurred and is then shall exist or be continuing, (B) no Default or Event of Default would result from and provided further, that the incurrence outstanding principal amount of such Debt after giving effect on a pro forma basis to shall at no time exceed the incurrence principal amount of such Debt outstanding on the date such Financed Franchisee becomes a Financed Subsidiary; (7) Debt which is secured by Liens of the type described in Clause (11) of Section 6.1; (8) Debt of the type permitted by Sections 6.4 and any concurrent repayment of Debt with the proceeds of such incurrence, if any), 6.9; (C9) the Parent BCI Subordinated Debt, the 2004 Subordinated Debt and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 other Subordinated Debt, provided, that (a) after giving effect to the incurrence of such Subordinated Debt, no Default or Event of Default shall exist or be continuing and (Db) if such Subordinated Debt was not had been incurred by such Permitted Acquisition Target on the last day of the most recent fiscal period for which financial statements have been delivered to the Agent pursuant to Section 5.8(2) or (3), no Default or Event (10) Debt incurred in connection with such Permitted Acquisition.Hedging Agreements entered into by the Borrower or any Subsidiary; (c11) The Debt under Capital Leases and purchase money financings described as item 8 on Schedule 4.14, provided, that such Debt may only be repaid (a) by the issuance of common stock of the Borrower or (b) in cash if after the Restatement Effective Date but prior to such payment the Borrower has received in cash marketing support funds from its vendors in an aggregate amount of not less than the principal amount of such Debt; and (12) Unsecured Debt not of the type described in the foregoing Clauses (1) through (11) in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding$2,500,000. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.

Debt. The Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries toCreate, incur, create, assume or suffer to exist exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (ai) the Notes or other Indebtedness arising Debt under the Loan Documents or the Second Lien Loan Documents; (ii) Capitalized Leases and Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate the greater of (A) $15,000,000 and (B) 7.5% of Consolidated total assets at the time such Debt is incurred, in each case at any guaranty time outstanding; (iii) the Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt and guarantees of the Surviving Debt or the extension, refunding or refinancing of such Surviving Debt; provided that (A) the amount of such extending, refunding or refinancing Debt does not result in an increase in the aggregate principal or facility amount thereof (plus the amount of any premium paid in respect of such Debt in connection with any such extension, refunding or refinancing and plus the amount of reasonable expenses incurred by Parent and its Subsidiaries in connection therewith), (B) such Debt (if it is term debt) does not have a weighted average life to maturity that is less than the weighted average life to maturity of the Debt being extended, refunded or refinanced, (C) such Debt (if it is term debt) does not have a final maturity earlier than the final maturity of the Debt being extended, refunded or refinanced, (D) the direct and contingent obligors therefor shall not be changed (unless any contingent obligor is released), as a result of or suretyship arrangement for in connection with such extension, refunding or refinancing and (E) if the Notes Debt being extended, refunded or other Indebtedness arising refinanced is subordinate or junior to the Advances and any Guaranty thereof, then the Debt incurred to extend, refund or refinance such Debt shall be subordinate to the Advances and any Guaranty, as the case may be, at least to the same extent and in the same manner as the Debt being extended, refunded or refinanced; (iv) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates, commodity prices or currency exchange rates incurred in the ordinary course of business and consistent with prudent business practice; (v) Debt owed to the Company or a wholly owned Restricted Subsidiary of the Company, which Debt shall (x) in the case of Debt owed to a Loan Party by a Loan Party, constitute Pledged Debt and (y) be otherwise permitted under the Loan Documents.provisions of Section 5.02(f); (bvi) To the extent it constitutes Debt, Debt incurred by the Company 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 Company or any such Restricted Subsidiary pursuant to such agreements, in connection with Acquisitions permitted by Section 5.02(f) or Transfers permitted by Section 5.02(e); provided that, in respect of any Debt incurred hereunder pursuant to agreements providing for indemnification in connection with Transfers permitted by Section 5.02(e), such Debt shall not exceed the amount of Net Cash Proceeds received from such Transfers; (ivii) Debt which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (viii) Debt of Foreign Subsidiaries not to exceed $10,000,000 at any time and unsecured guarantees of such Debt; (ix) Debt of a Restricted Subsidiary outstanding on the Borrower date such Restricted Subsidiary was acquired by the Company or any of its Restricted Subsidiaries or assumed in connection with the acquisition of assets from a Person (other than Debt incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of the Company or was otherwise acquired by the Company) in an Acquisition permitted by Section 5.02(f); (x) Debt consisting of the deferred purchase price of Acquisitions permitted under Section 5.02(f); and (xi) other unsecured Debt of the Company and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition. (c) Debt under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation greater of $10,000,000 and 5% of Consolidated total assets at the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) time such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreementincurred. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) Debt consisting of the financing of insurance premiums incurred in the ordinary course of business. (i) Debt permitted by Section 8.16(b). (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.

Debt. The Parent and the Borrower will not, and will not permit any of the Restricted its Subsidiaries to, incurdirectly or indirectly, create, assume incur, issue, assume, guarantee or suffer otherwise become directly or indirectly liable, contingently or otherwise, with respect to exist (collectively, "incur") any Debt; provided, excepthowever, that the following shall not be prohibited by this Section 1102: (a) the Notes or other Indebtedness arising incurrence by the Company of Debt under the Loan Documents or 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 guaranty one time outstanding (with letters of or suretyship arrangement for credit being deemed to have a principal amount equal to the Notes or other Indebtedness arising 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 Loan Documents. Senior Credit Agreement (b) (i) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, ifand, in the case of this clause any revolving credit Debt under the Senior Credit Agreement, corresponding commitment reductions thereunder); (ii), (Ab) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to by the incurrence of such Debt (Company and any concurrent repayment the Guarantors of Debt with represented by the proceeds of such incurrenceSecurities issued hereunder, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition.Guarantees; (c) so long as no Default shall have occurred and be continuing or would be caused thereby, the incurrence by the Company or any of its Subsidiaries of Debt under represented by Capital Leases and Lease Obligations, mortgage financings or purchase money financings obligations, in an aggregate principal amount not to exceed $25,000,000 at each case, incurred for the purpose of financing all or any one time outstanding.part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Subsidiary (including through the purchase of Capital Stock of a Person engaged in a Permitted Business); (d) Debt associated with bonds the incurrence by the Company or surety obligations required by Governmental Requirements in connection with the operation any of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided its Subsidiaries of Hedging Obligations that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection are incurred in the ordinary course of business.business 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) unsecured Senior Notes 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 Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided Company that was not permitted by this clause (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if anyg), (ii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness.; (h) Debt consisting of customary indemnification, adjustments of purchase price or similar obligations, in each case, incurred or assumed in connection with the financing acquisition of insurance premiums 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 letters of credit issued in the ordinary course of business. (i) , including, without limitation, to letters of credit in respect to workers' compensation claims or self-insurance, or other Debt permitted by Section 8.16(b).with respect to reimbursement type obligations regarding workers' compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Debt, such obligations are reimbursed within 30 days following such drawing or incurrence; (j) other Debt Obligations in respect of performance and surety bonds and completion guarantees provided by the Company or any Subsidiary in an aggregate principal amount at any one time outstanding not to exceed $100,000,000 ______________; (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 clause (m), not to exceed $____________; and (l) [additional debt exceptions, to be consistent with those contained in the aggregate 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 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 one 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 outstandingof reclassification. Debt under the Senior Credit Agreement outstanding on 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. The Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries toCreate, incur, create, assume or suffer to exist exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (ai) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising Debt under the Loan Documents.; (bii) (ix) Debt secured by Liens permitted by Section 5.02(a)(iv), (y) Capitalized Leases and (z) unsecured Debt; provided that, the sum of clauses (x), (y) and (z) shall not exceed in the aggregate $10,000,000 at any time outstanding; (iii) Debt owed to the Borrower or a Subsidiary of the Borrower, which Debt shall (x) in the case of Debt owed to a Loan Party, constitute Pledged Debt, (y) be on subordination terms acceptable to the Administrative Agent and (z) be otherwise permitted under the provisions of Section 5.02(f); (iv) Debt incurred to pay premiums for insurance policies maintained by the Borrower or its Subsidiaries in the ordinary course of business not exceeding the aggregate amount of such unpaid premiums; (v) Contingent Obligations with respect to bonds issued to support workers’ compensation, unemployment or other insurance or self-insurance obligations, and similar obligations, in each case incurred by the Borrower and its Subsidiaries in the ordinary course of business; (vi) Debt in the form of any earnout or other similar contingent payment obligation incurred in connection with an acquisition permitted hereunder; (vii) Debt in respect of the outstanding intercompany Debt owing to NTELOS Inc. that remains outstanding after the payment of the initial Separation Payment as contemplated by the Separation Agreement and existing on the Initial Funding Date; (viii) Other unsecured Debt of the Borrower and its Restricted Subsidiaries existing on incurred or assumed after the date hereof Closing Date; provided, that is reflected in the Financial Statements and any Permitted Refinancing Debt in respect thereof and (ii) Debt of any Permitted Acquisition Target outstanding at the time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 immediately after giving effect to the incurrence or assumption of such Debt, and (D) such Debt was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition. (c) Debt under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has shall have occurred and is then be continuing or would result from such incurrence or assumption and the anticipated use of proceeds thereof; (B) no Default all Net Cash Proceeds of any such Debt are used to make a purchase or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt acquisition permitted by Section 5.02(f)(vi); and (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (iiC) the Parent and outstanding aggregate principal amount at any time of any such unsecured Debt shall not exceed the Borrower are then current Flex-Debt Amount; (ix) Contingent Obligations of any Loan Party in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance respect of such Senior Notes, (iii) such Senior Notes any Debt of any other Loan Party or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amortization prior to the date Subsidiary of a Loan Party that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control and asset sale tender offer provisions) that would require a mandatory prepayment or redemption in priority to the Indebtedness.permitted under this Agreement; (hx) Debt consisting in respect of the financing of insurance premiums incurred take-or-pay contracts entered into in the ordinary course of business.; (ixi) Debt in respect of Hedge Agreements permitted by Section 5.02(l); and (xii) Debt existing on the Initial Funding Date and listed on Schedule 5.02(b). Notwithstanding the foregoing, the Negative Pledgors shall not create, incur, assume or suffer to exist any Debt other than the Telecos with respect to Debt permitted by clauses (ii), (iii), (v), (vi), (ix), (x), (xi) and (xii) above; provided that, any Debt of the Telecos described in Section 8.16(b)5.02(f)(i)(D) shall be limited as provided therein. (j) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding.