Common use of Debt Clause in Contracts

Debt. None of the Borrower or any of its Consolidated Subsidiaries will incur, create or assume any Debt, except: (a) the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligations; (b) Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregate.

Debt. None of the The Borrower will not and will not cause or permit any Guarantor or any of its Consolidated Subsidiaries will Restricted Subsidiary to incur, create create, assume or assume permit to exist any Debt, except: (a) the Notes or other Obligations Debt hereunder or any guaranty of or suretyship arrangement for the Notes or other ObligationsDebt hereunder; (b) Debt of the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements or is disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if material and greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]Debt of the Borrower and the Restricted Subsidiaries requiring no principal payments (whether at stated maturity or by virtue of scheduled amortization, required prepayment or redemption) due until at least one year after the Termination Date and issued under the Indenture or otherwise on terms and conditions (excluding interest rates) no less favorable to the Borrower or the Restricted Subsidiary, as the case may be, than this Agreement; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements not otherwise permitted by this Section 9.01 that in connection with the operation of aggregate shall not exceed $100,000,000 outstanding at any Pipeline Propertiesone time; (f) Debt of the Borrower and the Restricted Subsidiaries under Hedging Agreements permitted under Section 9.07entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the Borrower's operations; (g) Intercompany DebtDebt as a result of (and to the extent permitted by) Sections 9.03(g), provided, that any such Intercompany Debt is (h) and (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent;; and (h) Debt of under the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Other Credit Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregate.

Debt. None of the Borrower or No Credit Party shall, nor shall it permit any of its Consolidated Subsidiaries will to, create, assume, incur, create suffer to exist, or assume in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligations; (b) unsecured intercompany Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater owed by any Credit Party to any other Credit Party; (c) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case are not more than 90 days past due, in each case incurred in the invoice or billing dateordinary course of business, are being as presently conducted, unless contested in good faith by appropriate proceedings if and adequate reserves adequate under GAAP shall for such items have been established thereformade in accordance with GAAP; (d) [Reserved]purchase money indebtedness or Capital Leases incurred prior to the Petition Date and any Debt issued to refinance, refund, extend, renew or replace such Debt (“Refinancing Indebtedness”) so long as the principal amount of such Refinancing Indebtedness is not greater than the outstanding principal amount of such existing Debt plus the amount of any premiums or penalties and accrued and unpaid interest thereof and reasonable fees and expenses in connection therewith; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline PropertiesHedging Arrangements permitted under Section 6.15; (f) Debt under Hedging Agreements permitted under Section 9.07arising from the endorsement of instruments for collection in the ordinary course of business; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative AgentSenior Notes; (h) Debt in respect of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practicesDIP Term Loan Facility; (i) Debt of the Borrower incurred in connection with a senior under performance, stay, appeal and surety bonds or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth workers’ compensation or other like employee benefit claims, in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries each case incurred in the ordinary course of business; (lj) guarantees of Debt of any Credit Party permitted under this Section 6.1; (k) Debt incurred arising from royalty agreements on customary terms entered into by the Borrower or and its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment ordinary course of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case business in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any purchase of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisitionSand Reserves; and (pl) Debt of existing on the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregatePetition Date and set forth on Schedule 6.1.

Debt. None of Neither the Borrower or Company nor any of its Consolidated Subsidiaries will shall directly or indirectly create, incur, create assume or assume otherwise become or remain directly or indirectly liable with respect to any Debt, except: (a) the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Secured Obligations; (b) Permitted Existing Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereofPermitted Refinancing Debt; (c) accounts payable (for the deferred purchase price Debt in respect of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith obligations secured by appropriate proceedings if reserves adequate under GAAP shall have been established thereforCustomary Permitted Liens; (d) [Reserved]Debt constituting Contingent Obligations permitted by Section 10.5; (e) Debt associated with bonds arising from intercompany loans and advances (a) from any Subsidiary to the Company or surety obligations pursuant any wholly-owned Subsidiary or (b) from the Company to Governmental Requirements any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on such Debt, such Debt shall be expressly subordinate to the payment in connection with full in cash of the operation Secured Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any Pipeline Propertiestime; (f) Debt under in respect of Hedging Agreements Obligations permitted under Section 9.0710.15; (g) Intercompany Debt, provided, that secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any such Intercompany Debt is (i) if of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection conjunction with a senior or subordinated unsecured note offering provided that Permitted Acquisition, if (i1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would occur after giving effect to result from such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate outstanding at least one year beyond the Termination Date with respect to the Term Loan Facility any time, and (iv5) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; any Lien securing such Debt is permitted under Section 10.3 (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed moneysuch Debt being referred to herein as “Permitted Purchase Money Debt”); (kh) Debt representing deferred compensation with respect to surety, appeal and other similar arrangements to employees performance bonds obtained by the Company or any of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (li) Debt incurred by the Borrower or its Consolidated Subsidiaries Company to the seller in an acquisition or Disposition under agreements providing for indemnification, the adjustment any Permitted Acquisition as part of the purchase price or other similar adjustmentsconsideration therefor, provided that such Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (nj) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition Company pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at this Agreement and the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisitionNotes; and (pk) additional unsecured Debt of the Borrower in an aggregate amount at any time outstanding not otherwise described under subparagraphs (a) through (o) above not to exceed exceeding $50,000,000 in the aggregate25,000,000.

Debt. None of the Borrower or No Credit Party shall, nor shall it permit any of its Consolidated Subsidiaries will to, create, assume, incur, create suffer to exist, or assume in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligations; (b) intercompany Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business whichowed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party in connection with the operation of its Oil and Gas Properties, if greater including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (d) Purchase Money Debt or Capital Leases in an aggregate principal amount not to exceed $15,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the invoice or billing dateordinary course of business, are being unless contested in good faith by appropriate proceedings if and adequate reserves adequate under GAAP shall for such items have been established therefor; (d) [Reserved]; (e) Debt associated made in accordance with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07GAAP; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess arising from the endorsement of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is instruments for collection in the possession ordinary course of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agentbusiness; (h) Debt consisting of liabilities incurred in the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses ordinary course of the Borrower in accordance with past practicesbusiness under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt of otherwise permitted under this Section 6.1; (j) Debt existing on the Borrower Closing Date and set forth in Schedule 6.1 including extensions, replacements and refinancings thereof which do not increase the principal amount (excluding any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a senior seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or subordinated such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; (n) unsecured note offering Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $15,000,000 at any time; and (o) so long as no Borrowing Base Deficiency, Default or Event of Default exists or would result from the issuance therefrom, Specified Additional Debt; provided that (i) the principal amount of such Specified Additional Debt shall not exceed 150% of the effective Borrowing Base immediately prior to the time of issuance of such Specified Additional Debt, (ii) the Borrower shall have complied with Section 5.2(t), (iii) on the same day as the incurrence of such Specified Additional Debt, the Borrowing Base shall be adjusted to the extent required by Section 2.2(h) and prepayment is made to the extent required by Section 2.5(c) and no Event of Default has occurred and is continuing or Borrowing Base Deficiency would occur then exist after giving effect to such incurrenceadjustment and prepayment, and (iiiv) after giving effect to the incurrence of such Debt Specified Additional Debt, the Parent is in compliance on a pro forma basis, basis with Section 6.16 and Section 6.17 for the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the period most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition financial statements have been delivered pursuant to Section 9.03(i5.2(a) (oror Section 5.2(b) or referenced in Section 4.4(a), if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregateas applicable.

Debt. None of the Borrower or any of its Consolidated Subsidiaries The Loan Parties will not incur, create create, assume or assume suffer to exist any Debt, except: (a) the Notes or other Obligations Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Obligations;Indebtedness arising under the Loan Documents. (b) Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or other surety obligations pursuant to Governmental Requirements in connection with (i) obligations or liabilities arising in the ordinary course of business, (ii) Governmental Requirements, (iii) the operation of any Pipeline Properties;Oil and Gas Properties or (iv) judgments pending appeal. (fc) Debt under Hedging Agreements permitted under Section 9.07;endorsements of negotiable instruments for collection in the ordinary course of business. (gd) Intercompany Debtintercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(h); provided that such Debt is not held, providedassigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced owed by an Intercompany Note which has been pledged to secure either the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from Borrower or a Consolidated Subsidiary (other than an Obligor), Guarantor shall be subordinated to the Obligations upon on terms and conditions satisfactory to set forth in the Administrative Agent;Guaranty Agreement. (he) Debt of Unsecured senior debt, provided that the Borrower to the General Partner to enable the General Partner to pay general principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering any guarantees thereof; provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt the Senior Unsecured Notes on a pro forma basis, the Borrower Loan Parties shall be in compliance with all the covenants set forth in Sections 9.13 and 9.14 as of Section 9.01, (ii) the most recently ended fiscal quarter of Senior Unsecured Notes remain unsecured prior to the Borrower Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt has a maturity date at least one year beyond the Termination Date are no more restrictive with respect to the Term Loan Facility Parent and (iv) its Subsidiaries than the documentation for which contains financial covenants no under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements with respect to employees of the Borrower and its Consolidated Subsidiaries incurred in than the ordinary course covenants and Events of business; (l) Debt incurred by Default under this Agreement; provided that the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment inclusion of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations covenant that is customary with respect to letters such type of creditDebt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness (v) contemporaneously with respect to similar reimbursement type obligations; provided that upon the drawing of such letters of credit or the incurrence of such Debtthe Senior Unsecured Notes, such obligations are reimbursed within 30 days following such drawing or incurrence; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition Borrowing Base is adjusted pursuant to Section 9.03(i2.07(e), and (vi) (orthe Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, other than an exchange or refinance that such Debt exists at does not result in a reduction of the time principal amount of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; andSenior Unsecured Notes. (pf) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above Capital Leases or purchase money Debt not to exceed $50,000,000 10,000,000 in aggregate principal amount at any one time outstanding and which, at the aggregatetime incurred, is not reasonable anticipated to extend beyond the useful life of the Property leased or acquired. (g) other Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding. (h) on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt immediately following the contribution by LRR-A of its share of the Contributed Properties to Parent in exchange for a release of the liens securing the Contribution Debt.

Debt. None of the The Borrower or will not, and will not permit any of its Consolidated Subsidiaries will other Loan Party to, incur, create create, assume or assume suffer to exist any Debt, except: (a) the Notes Loans or other Secured Obligations arising under the Loan Documents or any Secured Swap Agreement or any guaranty of or suretyship arrangement for the Notes Loans or other ObligationsSecured Obligations arising under the Loan Documents or any Secured Swap Agreement; (b) Debt of the Borrower disclosed in Schedule 9.01, any Loan Party under Purchase Money Security Interests and any renewals or extensions (but Capital Leases not increases) thereofto exceed $2,000,000; (c) accounts payable (for the deferred purchase price of Property Debt associated with worker’s compensation claims, bonds or services) from time to time incurred surety obligations required by Governmental Requirements or by third parties in the ordinary course of business whichin connection with the operation of, if greater than 90 days past or provision for the invoice or billing dateabandonment and remediation of, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established thereforthe Oil and Gas Properties; (d) [Reserved](i) Debt between the Borrower and its Subsidiaries that are Loan Parties, (ii) Debt between the Subsidiaries of the Borrower which are Loan Parties, and (iii) Debt extended to the Borrower and its Subsidiaries which are Loan Parties by any other Loan Party; provided that (1) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Loan Party, and (2) any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Secured Obligations on terms set forth in the Guaranty Agreement; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation endorsements of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation negotiable instruments for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred collection in the ordinary course of business; (lf) Debt obligations to royalty, overriding and working interest owners, joint interest obligations, trade payables and other lease operating expenses incurred by in the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment ordinary course of the purchase price or other similar adjustmentsbusiness which are not more than ninety (90) days past due; (mg) Debt associated with appeal bonds and bonds or sureties provided to any Governmental Authority or to any other Person in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of the Oil and Gas Properties; (h) Debt in respect of netting servicesSenior Unsecured Notes; provided that (i) after giving effect to the incurrence or issuance thereof, overdraft protections the Borrower shall be in compliance on a pro forma basis with the financial covenants, and similar arrangements (ii) the Borrowing Base shall be adjusted as set forth in each case in connection with cash management or deposit accountsSection 2.07(e), and the Borrower shall make any prepayment required by Section 3.04(c)(iii); (ni) Debt incurred by To the Borrower or any of its Consolidated Subsidiaries extent constituting reimbursement Debt, obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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 incurrenceSwap Agreements; (oj) non-recourse Debt other Debt, not to exceed in the aggregate at any one time outstanding, the greater of a Consolidated Subsidiary (i) $2,000,000 and (ii) 3% of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, Borrowing Base existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and Debt is not drawn down, created or increased in contemplation of or in connection with such acquisitionincurred; and (pk) any guarantee of any other Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not permitted to exceed $50,000,000 in the aggregatebe incurred hereunder.

Debt. None of the Borrower or shall not, and shall not permit any of its Consolidated Subsidiaries will Subsidiary to, create, incur, create assume or assume suffer to exist any Debt, except: (ai) the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligationsto Lenders; (bii) Debt of obligations outstanding under the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereofSenior Credit Facility; (ciii) Capitalized leases which do not exceed five hundred thousand dollars ($500,000) in the aggregate; (iv) obligations secured by Permitted Encumbrances; (v) obligations in connection with a Hedging Agreement required by this Agreement or otherwise approved by Lenders and described on Schedule 7.1(v); (vi) accounts payable (for and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property property or services) , from time to time incurred in the ordinary course of business which, if which are not greater than 90 ninety (90) days past the date of invoice or billing date, delinquent or which are being contested in good faith by appropriate proceedings if action and for which adequate reserves adequate under GAAP shall have been established thereformaintained in accordance with GAAP; (dvii) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation endorsements of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation negotiable instruments for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred collection in the ordinary course of business; (lviii) Debt incurred by existing on the Borrower or its Consolidated Subsidiaries date hereof and described in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustmentsSchedule 7.1(viii); (mix) Debt in respect of netting servicesobligations among Guarantor, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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 incurrencetheir Subsidiaries; (ox) obligations described on Schedule 7.1(x) associated with bonds or surety obligations required by any governmental or regulatory authority or prior owner in connection with owning or operating its Hydrocarbon properties in the ordinary course of business; (xi) obligations not to exceed at any one time $500,000 related to purchase money financing; (xii) obligations relating to net production imbalances not to exceed at any one time $1,000,000; (xiii) obligations relating to overriding royalties and other interests carved out of production incurred in the ordinary course of oil and gas exploration and development projects; (xiv) obligations associated with the financing of premiums for business insurance of Guarantor, Borrower and their Subsidiaries; (xv) contingent obligations of Guarantor described on Schedule 7.1(xv) in connection with guarantees of the obligations of Borrower and its Subsidiaries in connection with owning and operating Hydrocarbon properties in the ordinary course of business; and (xvi) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above obligations not to exceed $50,000,000 in the aggregate25,000,000.

Debt. None of the Borrower or No Credit Party shall, nor shall it permit any of its Consolidated Subsidiaries will to, create, assume, incur, create suffer to exist, or assume in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the "Permitted Debt, except:"): (a) the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligations; (b) intercompany Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business whichowed by any Credit Party to any other Credit Party; provided that, if greater applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case are not more than 90 days past the invoice or billing datedue, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the each case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business, as presently conducted, unless contested in good faith and by appropriate proceedings; (ld) Debt incurred by the Borrower purchase money indebtedness or its Consolidated Subsidiaries Capital Leases in an acquisition or Disposition under agreements providing for indemnification, the adjustment aggregate principal amount not to exceed $2,500,000 at any time; provided no Credit Party may enter into additional indebtedness of the purchase price type described in this clause (d) if a Default is continuing or other similar adjustmentsentering into the additional indebtedness could reasonably be expected to cause a Default; (me) Debt secured by Liens of the type described in Section 6.2(f); (f) Debt in respect of netting services, overdraft protections and similar arrangements an aggregate amount not to exceed $1,500,000 secured solely by Receivables owed by a Foreign Account Debtor that are not included in each case in connection with cash management or deposit accountsdetermining the Borrowing Base hereunder; (ng) Debt incurred by under the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations▇▇▇▇▇▇ Seller Note; provided that upon (i) such Debt is unsecured, (ii) such Debt is subordinated to the drawing Secured Obligations on terms satisfactory to the Administrative Agent, (iii) the scheduled maturity of such letters of credit or Debt is no earlier than 91 days after the incurrence of such Debt, such obligations are reimbursed within 30 days following such drawing or incurrence; (o) non-recourse Debt of a Consolidated Subsidiary later of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(ischeduled Revolving Maturity Date and the Term Maturity Date, (iv) no principal payments are required thereunder other than at the scheduled maturity thereof, (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that v) the interest on such Debt exists shall not exceed 8.00% per annum other than a default rate of interest which shall not exceed 2.00% in excess of the otherwise applicable interest rate, and (vi) the principal amount thereof shall not, at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn downany time, created or increased in contemplation of or in connection with such acquisitionexceed $3,385,000.00; and (ph) Debt in the form of obligations (contingent or otherwise) related to the letter of credit issued on July 10, 2008 by ▇▇▇▇▇ Fargo for the account of the Borrower to British Arab Commercial Bank for the face amount of 10,000,000.00 Algerian Dinars and including any extension, amendments and renewals thereof so long as the face amount of such letter of credit does not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregate15,000,000.00 Algerian Dinars.

Debt. None of the Borrower Create, incur, assume or suffer to exist, or permit any of its Consolidated Subsidiaries will to create, incur, create assume or assume suffer to exist, any Debt, Debt except: (a) Debt of the Borrower under this Agreement or the Notes, or under the Credit Agreement - Term Loan Facility and Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligationsissued pursuant thereto; (b) Debt of the Borrower disclosed described in Schedule 9.01II, and any renewals including renewals, extensions or extensions (but refinancings thereof, provided that the principal amount thereof does not increases) thereofincrease; (c) Debt of the Borrower subordinated on terms satisfactory to the Banks to the Borrower's obligations under this Agreement and the Notes; (d) Debt of the Borrower to any such Subsidiary or of any Subsidiary to the Borrower or another such Subsidiary; (e) accounts payable to trade creditors for goods or services which are not aged more than 180 days from billing date and current operating liabilities (other than for the deferred purchase price of Property or servicesborrowed money) from time to time which are not more than 180 days past due, in each case incurred in the ordinary course of business whichand paid within the specified time, if greater than 90 days past the invoice or billing date, are being unless contested in good faith and by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Propertiesproceedings; (f) Debt under Hedging Agreements permitted under Section 9.07in respect of letters of credit issued by Chase for the account of the Borrower or any such Subsidiary in an aggregate face amount outstanding at any time of up to $100,000; (g) Intercompany Debt, provided, that Debt of the Borrower or any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced Subsidiary secured by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agentpurchase money Liens permitted by Section 8.03; (h) Debt of Hedge Exposure under Hedge Agreements with any conterparty that was a Bank at the time it entered into the Hedge Agreement, provided that Borrower to the General Partner to enable the General Partner to pay general and administrative costs its Subsidiaries shall not enter into Hedge Agreements with any third party other than a Bank and expenses of the Borrower in accordance with past practices;that their maximum, aggregate Hedge Exposure shall not exceed $2,000,000 at any time; or (i) Debt A lease from the Oneida County Industrial Development Agency of the Borrower incurred in connection former Carl's Drug Company property located at 5836 Success Drive, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Rome, New York (the "Rome Property") at nominal annual rental, which lease will be accounted for as a Capital Lease, together with a senior or subordinated unsecured note offering provided that (i) no Event governmental financing of Default has occurred up to $1,100,000 for acquisition and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as improvement expenditures of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregateRome Property.

Debt. None of the Borrower No Restricted Company shall, directly or any of its Consolidated Subsidiaries will indirectly, create, incur, create or assume suffer to exist any direct, indirect, fixed, or contingent liability for any Debt, exceptother than: (a) the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other ObligationsThe Obligation; (b) Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereofExisting Debt; (c) accounts payable (for Debt incurred by any Restricted Company under the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor364-Day Facility; (d) [Reserved]Debt incurred by any Restricted Company under any Financial Hedge with any Lender or an Affiliate of any Lender; (e) Debt associated with bonds between Restricted Companies, so long as any such inter-company Debt owed by Borrower to any other Restricted Company is unsecured; or surety obligations pursuant to Governmental Requirements in connection with the operation Debt of any Pipeline Properties;Restricted Company to the Receivables Subsidiary; and (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor)Restricted Company not otherwise permitted by this SECTION 7.12, subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that so long as (i) no Event of Default has occurred and or Potential Default exists on the date any such Debt is continuing created, incurred, or would occur assumed or arises after giving effect to such Debt incurrence, ; and (ii) after giving effect to if such Debt is secured, on the incurrence date any such secured Debt is created, incurred, or assumed, the principal amount of such secured Debt on a pro forma basis, when aggregated with the Borrower shall be principal amount of all other secured Debt of the Restricted Companies incurred in compliance accordance with all covenants set forth in Sections 9.13 and 9.14 this SECTION 7.12(F) does not exceed 10% of the book value of the consolidated assets of the Restricted Companies determined as of the most recently ended fiscal quarter of the Borrower date of, (iii) such Debt has a maturity date at least one year beyond the Termination Date and with respect to, the Current Financials and the related Compliance Certificate. AMENDED AND RESTATED FACILITY A REVOLVING CREDIT AGREEMENT 47 53 Notwithstanding anything in this SECTION 7.12 to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnificationcontrary, the adjustment aggregate principal amount of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) all Debt of the Restricted Subsidiaries may not exceed, on any date of determination, the sum of (i) 10% of the book value of the consolidated assets of the Restricted Companies, determined as of the date of the most-recently delivered consolidated Financial Statements of Borrower not otherwise described under subparagraphs and the related Compliance Certificate, plus (aii) through (o) above not to exceed $50,000,000 in the aggregateprincipal amount of all Existing Debt of MCI and its Subsidiaries on and after the MCI Merger Date.

Debt. None of the Borrower or any of its Consolidated Subsidiaries will Create, incur, create assume, permit, guarantee, or assume otherwise become or remain, directly or indirectly, liable with respect to any Debt, except: (a) the Notes or Obligations evidenced by this Agreement and the other Obligations or any guaranty of or suretyship arrangement for the Notes or other ObligationsLoan Documents; (b) Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof[intentionally omitted]; (c) accounts payable (Contingent Obligations resulting from the endorsement of instruments for the deferred purchase price of Property or services) from time to time incurred collection in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established thereforbusiness; (d) [Reserved]Debt of (i) any Subsidiary to the Borrower or to any Guarantor, (ii) the Borrower or any Guarantor to any other the Borrower or any Guarantor, or (iii) any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party; (e) Debt associated with which may be deemed to exist pursuant to any performance bonds, surety bonds, statutory bonds, appeal bonds or surety similar obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (mf) Debt in respect of netting services, overdraft protections and similar arrangements in each case otherwise in connection with cash deposit accounts incurred in the ordinary course of business; (g) guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Loan Parties and their Subsidiaries; (h) Debt of a Loan Party or any of its Subsidiaries under any Hedging Agreement so long as such Hedging Agreements are used solely as a part of its normal business operations as a risk management strategy or deposit accountshedge against changes resulting from market operations and not as a means to speculate for investment purposes on trends and shifts in financial or commodities markets; (i) Debt incurred in the ordinary course of business under incentive, non-compete, consulting, deferred compensation, or other similar arrangements incurred by any Loan Party; (j) Debt incurred in the ordinary course of business with respect to the financing of insurance premiums; (k) Debt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made hereunder; and (l) [intentionally omitted]; (m) guaranties by Loan Parties or other Subsidiaries in respect of real estate lease obligations incurred in the ordinary course of business; 52 (n) Debt incurred by existing, or pursuant to commitments existing, on the Restatement Effective Date and set forth on Schedule 6.1; (o) Purchase Money Debt; and (p) Permitted Risk Retention Debt; provided that in no event shall the Borrower or any of its Consolidated Subsidiaries constituting reimbursement be liable for any Debt of any Fifth Street Fund (which shall not include obligations with respect to letters of creditcontribute cash, bank guarantees Assets or similar instruments issued Investments to any Fifth Street Fund to the extent not prohibited by Section 6.3, 6.5 or 6.6 or obligations in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided that upon the drawing of such letters of credit or to the incurrence of such Debt, extent such obligations are reimbursed within 30 days following such drawing or incurrence; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant otherwise permitted to be incurred under this Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto6.1); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregate.

Debt. None Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other than: (a) Debt incurred pursuant to the Loan Documents; (b) In the case of any of the Subsidiaries of the Borrower, Debt owed to the Borrower or to a Subsidiary of the Borrower; provided, that if such Debt is owed by a Subsidiary of the Borrower which is not a Guarantor such Debt shall be evidenced by a promissory note, such promissory note shall be pledged to the Administrative Agent pursuant to the terms of the Security Agreement and there shall be no restrictions whatsoever on the ability of such Subsidiary to repay such Debt; (c) In the case of the Borrower and any of its Subsidiaries: (i) Debt (A) secured by Liens permitted by Section 6.1(d), (B) Capitalized Leases and (C) of the Borrower or any Subsidiary acquired pursuant to a Permitted Acquisition or permitted Investment (or Debt assumed at the time of a Permitted Acquisition or permitted Investment of any asset securing such Debt), provided that such Debt was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition or permitted Investment, collectively not to exceed in the aggregate $5,000,000 at any time outstanding; (ii) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; 99 92 (iii) Subordinated Debt incurred pursuant to the Subordinated Debt Financing; provided, that the Net Cash Proceeds of any such Subordinated Debt issued after the Closing Date shall be used to prepay the Advances then outstanding in accordance with Section 2.6(b)(iii), except that up to $25,000,000 of such Net Cash Proceeds may be used to pay the purchase price of a Permitted Acquisition; (iv) Debt existing on the date hereof and described on Schedule 6.2(c); (v) Debt in respect of Hedge Agreements entered into in the ordinary course of business to protect the Borrower or any of its Subsidiaries against fluctuations in interest rates or currency values; (vi) unsecured Debt consisting of promissory notes issued by the Borrower to officers, directors and employees of the Borrower or any Subsidiary of the Borrower issued to purchase or redeem capital stock of the Borrower to the extent that payment of cash on such promissory notes is permitted hereunder and so long as such promissory notes are expressly subordinate to the Obligations of the Borrower and the Subsidiary Guarantors under the Loan Documents on terms reasonably acceptable to the Administrative Agent; (vii) Debt consisting of Qualified Debt Securities of the Borrower or any of its Consolidated Subsidiaries will incur, create incurred by it in connection with Permitted Acquisitions plus the amount of interest on such Qualified Debt Securities paid in kind or assume through accretion or capitalization to the extent that incurrence thereof would not result in an Event of Default under any Debt, except:of the financial covenants set forth in Article 8; (aviii) Debt incurred in connection with the Notes or other financing of insurance premiums (excluding tail medical malpractice insurance) in an amount not to exceed lesser of $20,000,000 and the premiums with respect to the applicable insurance policies; (ix) Debt constituting Guaranteed Obligations or permitted under Section 6.18; (x) Debt in respect of any guaranty of or suretyship arrangement for the Notes or other Recapitalization Documents as in effect on the date hereof, including, without limitation, the Earnout Obligations; (bxi) Debt Obligations in respect of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereofPreferred Stock; (cxii) accounts payable refinancings of any Debt originally incurred as permitted by this Section 6.2(c)(i), (for iv), (vi), (vii) and (x); provided, that the deferred purchase price terms of Property any such refinancing of such Debt, and of any agreement entered into and of any instrument issued in connection therewith, shall be on substantially the same terms as the agreements and instruments in existence on the date hereof and otherwise permitted by this Agreement and the other Loan 100 93 Documents; and, provided, further, that the principal amount of such Debt shall not be increased above the principal amount thereof outstanding on the date hereof and the direct and indirect obligors therefor shall not be changed, as a result of or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of such refinancing and any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt which is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated subordinate to the Obligations upon shall remain subordinate on substantially the same terms and conditions satisfactory to or on such other terms as may be approved by the Administrative Agent; (hxiii) other Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries not expressly permitted above in an acquisition or Disposition under agreements providing for indemnification, aggregate amount together with the adjustment amount of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt Guaranteed Obligations incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i6.18(k) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregate15,000,000 at any time outstanding.

Debt. None of the The Borrower or will not, and will not permit any of its Consolidated Subsidiaries will Subsidiary to, incur, create create, assume or assume suffer to exist any Debt, except: (a) the Notes or other Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Obligations;Obligations arising under the Loan Documents. (b) Debt of the Borrower disclosed and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and described on Schedule 9.01, and any renewals or extensions (but not increases) thereof;9.02. (c) accounts payable (for and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services) , from time to time incurred in the ordinary course of business which, if which are not greater than 90 ninety (90) days past the date of invoice or billing date, which are being contested in good faith by appropriate proceedings if action and for which adequate reserves adequate under GAAP shall have been established therefor;maintained in accordance with GAAP. (d) [Reserved];Debt under Capital Leases or nonrecourse purchase money Debt not to exceed $1,000,000 at any time. (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations pursuant to required by Governmental Requirements or third parties in connection with the operation of any Pipeline the Oil and Gas Properties;. (f) intercompany Debt under Hedging Agreements between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted under by Section 9.07;9.05(g) or between Unrestricted Subsidiaries; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries. (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess endorsements of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is negotiable instruments for collection in the possession ordinary course of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent;business. (h) Debt of arising under take-or-pay agreements or gas balancing agreements which do not give rise to liability in the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of aggregate on a consolidated basis for the Borrower in accordance with past practices;excess of $1,000,000 at any one time outstanding. (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case Borrower’s business in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any Swap Agreements provided they are permitted under ‎Section 9.18 of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregatethis Agreement.

Debt. None of Neither the Borrower or nor any of its Consolidated Subsidiaries Subsidiary will incur, create create, assume or assume permit to exist any Debt, except: (a) the Notes The Loans or other Obligations or any guaranty of or suretyship arrangement for the Notes Loans or other Obligations;. (b) (i) Debt of the Borrower disclosed in and the Guarantors existing on the Closing Date and listed on Schedule 9.01, (ii) the Senior Subordinated Notes and Senior Subordinated Notes Guarantees issued on the Closing Date (including any notes and guarantees issued in exchange therefor in accordance with the registration rights document entered into in connection with the issuance of the Senior Subordinated Notes and Senior Subordinated Notes Guarantees) and (iii) any refinancings, refundings, renewals or extensions thereof; provided that (but A) any such refinancing Debt is in an aggregate principal amount not increasesgreater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith, (B) such refinancing Debt has a later or equal final maturity and longer or equal weighted average life than the Debt being renewed or refinanced and (C) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof;) shall, in the aggregate, not be materially less favorable to the Lenders than those contained in the Debt being renewed or refinanced. (c) accounts Accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if and reserves adequate under GAAP shall have been established therefor;. (d) [Reserved];Debt permitted by Section 9.03(c). (e) Debt associated with bonds arising from the honoring by a bank or surety obligations pursuant to Governmental Requirements in connection with the operation other financial institution of any Pipeline Properties; a check, draft or similar instrument inadvertently (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) except in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (hdaylight overdrafts) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred drawn against insufficient funds in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt is extinguished within five Business Days of incurrence. (f) Debt of the Borrower and its Subsidiaries under Hedging Agreements entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the operations of the Borrower and its Subsidiaries, including guarantees of any such Hedging Agreements. (g) Debt in respect of bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of any Company in the ordinary course of business, including guarantees or obligations of any Company with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other than for an obligation for money borrowed). (h) Any guaranty by the Borrower or a Subsidiary of the Borrower of Debt of a Loan Party that is permitted under this Agreement. (i) Debt consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business. (j) Debt arising in connection with endorsement of instruments for deposit in the ordinary course of business. (k) Debt in respect of Purchase Money Obligations and Capitalized Lease Obligations, and refinancings or renewals thereof, in an aggregate amount not to exceed $20.0 million at any time outstanding. (l) Debt assumed in connection with any Permitted Acquisition or of any Person that becomes a Subsidiary of the Borrower after the date hereof; provided that (i) such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith Permitted Acquisition is consummated or such Person becomes a Subsidiary and is not drawn down, created or increased in contemplation of or in connection with the consummation of such acquisition; andPermitted Acquisition or such Person becoming a Subsidiary and (ii) the aggregate principal amount of Debt (other than Capitalized Lease Obligations) permitted by this clause (l) shall not exceed $10.0 million at any time outstanding and the aggregate principal amount of Capitalized Lease Obligations permitted by this clause (l) shall not exceed $50.0 million at any time outstanding. (pm) Debt representing deferred compensation to employees of the Borrower not otherwise described Companies or similar arrangements (including, without limitation, Debt issued in connection with Restricted Payments permitted under subparagraphs Section 9.04(d)). (an) through Debt incurred in a Permitted Acquisition or a transaction permitted under Section 9.16 solely due to terms providing for the adjustment of a purchase price or similar adjustments. (o) above other unsecured Debt in an aggregate principal amount not to exceed exceeding $50,000,000 in the aggregate10.0 million at any time outstanding.

Debt. None of the Borrower No Credit Party shall incur or any of its Consolidated Subsidiaries will incur, create or assume maintain any Debt, exceptother than: (a) the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligations; (b) Debt of the Borrower disclosed in described on Schedule 9.01, and any renewals or extensions (but not increases) thereof6.9; (c) accounts payable (for Capital Leases of Equipment and purchase money secured Debt incurred to purchase Equipment, provided that Liens securing the deferred purchase price same attach only to the Equipment acquired by the incurrence of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established thereforsuch Debt; (d) [Reserved]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 Borrowers, the Administrative Agent or the Lenders than the original Debt; (e) Debt associated with bonds obligations of the Borrowers in respect of Hedge Agreements entered into in order to manage existing or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Propertiesanticipated interest rate or exchange rate risks and not for speculative purposes; (f) Debt under Hedging Agreements permitted under Section 9.07owing by one Credit Party to another Credit Party; (g) Intercompany other unsecured Debt in any amount so long as immediately before and after giving pro forma effect to each such incurrence of Debt, provided, that any such Intercompany Debt is the Borrowers have Availability in an amount equal to or greater than the greater of (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession 15% of the Administrative Agentamount of the Commitments, and (ii) $15,000,000 on the date of the incurrence of such Debt; (h) Debt secured by Liens in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated Collateral that are junior and subordinate to the Obligations upon Liens of the Administrative Agent in the Collateral on terms and conditions satisfactory to the Administrative Agent; Required Lenders in their reasonable credit judgment, so long as immediately before and after giving pro forma effect to each such incurrence of Debt, the Borrowers have Availability in an amount equal to or greater than the greater of (hi) Debt 15% of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses amount of the Borrower in accordance with past practicesCommitments, and (ii) $15,000,000 on the date of the incurrence of such Debt; (i) Debt of the Borrower incurred in connection with owing by a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect Credit Party pursuant to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this AgreementGuaranty permitted under Section 7.12; (j) unsecured guarantees Debt secured solely by Real Estate located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, together with the adjacent undeveloped lot and parking lot, as more fully described on Schedule 7.13, together with related fixtures and personal property assets approved by the Administrative Agent in writing to be included in the mortgage securing such Debt (the “Corporate Headquarters”), so long as (i) the Liens securing the same attach only to the Corporate Headquarters, (ii) immediately before and after giving pro forma effect to each such incurrence of Subsidiary obligations Debt, the Borrowers have Availability in an amount equal to or greater than the greater of (other than obligations for borrowed money); (kA) Debt representing deferred compensation and other similar arrangements to employees 15% of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment amount of the purchase price or other similar adjustments; Commitments, and (mB) Debt in respect $15,000,000 on the date of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; and (oiii) non-recourse Debt of the Borrowers cause to be delivered to the Administrative Agent a Consolidated Subsidiary of mortgagee waiver signed by the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time mortgagee of such acquisition at least Real Estate, which mortgagee waiver shall be in such form as shall be acceptable to the Administrative Agent in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisitionAdministrative Agent’s discretion; and (pk) other unsecured Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above in an aggregate amount not to exceed $50,000,000 in the aggregate1,000,000, at any time outstanding.

Debt. None The Borrower will not, and will not permit any of the Borrower or any of its Consolidated Subsidiaries will Guarantors to, incur, create create, assume or assume suffer to exist any Debt, exceptexcept the following: (a) the Notes or other Obligations Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other ObligationsIndebtedness arising under the Loan Documents; (b) Debt under Capital Leases and Debt incurred to finance the acquisition, construction or improvement of any fixed or capital assets other than Properties described in clauses (a) — (e) of the Borrower disclosed in Schedule 9.01definition of “Oil and Gas Properties” (whether or not constituting purchase money Debt); provided, and however, that the aggregate amount of all such Debt at any renewals or extensions (but one time outstanding shall not increases) thereofexceed $2,500,000; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to required by Governmental Requirements in connection with the operation of any Pipeline the Oil and Gas Properties; (fd) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess endorsements of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation negotiable instruments for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred collection in the ordinary course of business; (le) Debt incurred by under the Second Lien Term Loan Documents, the principal amount of which Debt does not exceed the applicable amount set forth in the Intercreditor Agreement; (f) intercompany Debt between the Borrower and a Subsidiary that is a Guarantor or between Subsidiaries that are Guarantors; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or its Consolidated Subsidiaries a Guarantor, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustmentsGuarantee and Collateral Agreement; (mg) Debt in respect of netting servicesworkers’ compensation claims, overdraft protections self-insurance obligations, bankers’ acceptance and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred performance and surety bonds provided by the Borrower or any Guarantor in the ordinary course of its Consolidated Subsidiaries constituting business; (h) Debt consisting of obligations to pay insurance premiums; (i) Debt consisting of reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued the Credit Parties in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligationsthe BNP Paribas Letter of Credit; provided that upon (i) the drawing amount thereof shall not exceed $7,000,000, and (ii) such BNP Paribas Letter of such letters of credit Credit shall have been cancelled or the incurrence of such Debtotherwise terminated on or prior to January 8, such obligations are reimbursed within 30 days following such drawing or incurrence2010; (oj) non-recourse Debt of a Consolidated Subsidiary of under the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisitionAcquisition Escrow Notes; and (pk) other Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 2,500,000 in the aggregateaggregate at any one time outstanding. For the avoidance of doubt, when calculating the amount of Debt for purposes of determining compliance with clause (b) or (k) above, such calculation shall not include any guarantee by a Credit Party in respect of other Debt already included in such calculation.

Debt. None of the Borrower (a) Create, incur, assume or permit to exist, or permit any of its Consolidated Subsidiaries will to create, incur, create assume or assume permit to exist any Debt, except: (ai) Debt under this Agreement and the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other ObligationsLoan Documents; (bii) Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereofIntercompany Debt; (ciii) accounts payable (for Existing Other Debt and refinancings or renewals of such borrowed money; provided that any such refinancing of such Debt is of the deferred purchase price same type, of Property or services) from time to time incurred the same tenor, and in the ordinary course of business which, if an aggregate principal amount not greater than 90 days past the invoice aggregate principal amount of the Debt being renewed or billing daterefinanced, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established thereforplus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith; (div) [Reserved]Debt incurred after the Effective Date that is not secured by a Lien (including, without limitation, Capital Leases), provided that (A) prior written notice thereof describing its terms and intended use is given to Agent and the Banks and (B) such Debt does not collectively, exceed at any time the aggregate principal amount and committed availability of $2,000,000; (ev) JPMorgan Obligations, provided that the JPMorgan Exposure does not at any time exceed in the aggregate $8,000,000; (vi) Debt associated with bonds or surety obligations pursuant to Governmental Requirements other than Existing Other Debt incurred after the Effective Date by Foreign Subsidiaries which does not any time exceed in the aggregate $5,000,000; (vii) Debt arising in connection with the operation endorsement of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation instruments for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred deposit in the ordinary course of business; (lviii) Debt incurred arising from the honoring by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price a bank or other similar adjustments; (m) Debt in respect financial institution of netting servicesa check, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees draft or similar instruments issued instrument inadvertently (except in respect the case of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided that upon daylight overdrafts) drawn against insufficient funds in the drawing ordinary course of such letters of credit or the incurrence of such Debt, such obligations are reimbursed within 30 days following such drawing or incurrence; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto)business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrence; (ix) Purchase Money Debt exists that does not exceed at the any time of such acquisition at least $3,000,000 in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisitionaggregate; and (px) Any Debt approved in advance by the Agent and the Required Banks in writing. For purposes of this Section 7.01, the amount of the Borrower not Debt incurred by a Foreign Subsidiary shall be determined and fixed by using the “rate of exchange” to purchase United States Dollars in effect as of the documented closing date for such Debt. (b) Prepay, redeem, purchase, defease or otherwise described under subparagraphs (a) through (o) above not satisfy prior to exceed $50,000,000 the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt other than the aggregateObligations.

Debt. None of the Borrower or any of its Consolidated Subsidiaries will Create, incur, create assume, permit, guarantee, or assume otherwise become or remain, directly or indirectly, liable with respect to any Debt, except: (a) the Notes or Obligations evidenced by this Agreement and the other Obligations or any guaranty of or suretyship arrangement for the Notes or other ObligationsLoan Documents; (b) Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof[intentionally omitted]; (c) accounts payable (Contingent Obligations resulting from the endorsement of instruments for the deferred purchase price of Property or services) from time to time incurred collection in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established thereforbusiness; (d) [Reserved]Debt of (i) any Subsidiary to the Borrower or to any Guarantor, (ii) the Borrower or any Guarantor to any other the Borrower or any Guarantor, or (iii) any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party; (e) Debt associated with which may be deemed to exist pursuant to any performance bonds, surety bonds, statutory bonds, appeal bonds or surety similar obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (mf) Debt in respect of netting services, overdraft protections and similar arrangements in each case otherwise in connection with cash deposit accounts incurred in the ordinary course of business; (g) guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Loan Parties and their Subsidiaries; (h) Debt of a Loan Party or any of its Subsidiaries under any Hedging Agreement so long as such Hedging Agreements are used solely as a part of its normal business operations as a risk management strategy or deposit accountshedge against changes resulting from market operations and not as a means to speculate for investment purposes on trends and shifts in financial or commodities markets; (i) Debt incurred in the ordinary course of business under incentive, non-compete, consulting, deferred compensation, or other similar arrangements incurred by any Loan Party; (j) Debt incurred in the ordinary course of business with respect to the financing of insurance premiums; (k) Debt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made hereunder; and (l) [intentionally omitted]; (m) guaranties by Loan Parties or other Subsidiaries in respect of real estate lease obligations incurred in the ordinary course of business; (n) Debt incurred by existing, or pursuant to commitments existing, on the Restatement Effective Date and set forth on Schedule 6.1; (o) Purchase Money Debt; and (p) Permitted Risk Retention Debt; provided that in no event shall the Borrower or any of its Consolidated Subsidiaries constituting reimbursement be liable for any Debt of any Fifth Street Fund (which shall not include obligations with respect to letters of creditcontribute cash, bank guarantees Assets or similar instruments issued Investments to any Fifth Street Fund to the extent not prohibited by Section 6.3, 6.5 or 6.6 or obligations in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided that upon the drawing of such letters of credit or to the incurrence of such Debt, extent such obligations are reimbursed within 30 days following such drawing or incurrence; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant otherwise permitted to be incurred under this Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto6.1); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregate.

Debt. None of the Borrower or No Credit Party shall, nor shall it permit any of its Consolidated Subsidiaries will to, create, assume, incur, create suffer to exist, or assume in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligations; (b) intercompany Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business whichowed by any Credit Party to any other Credit Party; provided that (i) if such Debt is secured by Liens, such Debt and any Liens securing such Debt are subordinated to the Secured Obligations and the Liens securing the Secured Obligations on terms and conditions and pursuant to documentation acceptable to the Administrative Agent in its sole discretion and (ii), if greater applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt in the form of accounts payable to trade creditors (including reimbursements made to Hi-Crush Services LLC or other Persons in accordance with the Partnership Agreement) for goods or services and current operating liabilities (other than for borrowed money) which in each case are not more than 90 days past due, in each case incurred in the invoice or billing dateordinary course of business, are being as presently conducted, unless contested in good faith by appropriate proceedings if and adequate reserves adequate under GAAP shall for such items have been established thereformade in accordance with GAAP; (d) [Reserved]purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline PropertiesHedging Arrangements permitted under Section 6.15; (f) Debt under Hedging Agreements permitted under Section 9.07arising from the endorsement of instruments for collection in the ordinary course of business; (g) Intercompany Debt, provided, Debt arising from the financing of insurance premiums of any Credit Party in an aggregate amount not to exceed $1,500,000 incurred to defer the cost of such insurance for the underlying term of such insurance policy; (h) unsecured subordinated Debt and any Permitted Refinancing thereof; provided that any such Intercompany Debt is (i) if in excess of $5,000,000the scheduled maturity date thereof is not earlier than 91 days after the Scheduled Maturity Date, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case holders of such Debt shall have entered into a Subordination Agreement, (iii) any Intercompany agreement governing such Debt owing to an Obligor from shall include representations, warranties, covenants and events of default, taken as a Consolidated Subsidiary (other than an Obligor)whole, subordinated no less favorable to the Obligations upon Borrower in any material respect than this Agreement and (iv) the terms and conditions provisions of such Debt shall otherwise be reasonably satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior under performance, stay, appeal and surety bonds or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth workers’ compensation or other like employee benefit claims, in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries each case incurred in the ordinary course of business; (j) Debt assumed in connection with any Permitted Investment or Acquisition and not incurred in contemplation thereof in an aggregate principal amount not exceeding $1,000,000 at any time, and any Permitted Refinancing thereof; (k) Debt owed to the seller of any property acquired in an Investment permitted under Section 6.3(k) or (l) or an Acquisition permitted under Section 6.4 on an unsecured subordinated basis, which subordination agreement shall be on terms substantially similar to the Subordination Agreement or otherwise satisfactory to the Administrative Agent in its sole discretion; provided that the terms and provisions of such Debt shall be reasonably satisfactory to the Administrative Agent; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition Investment permitted under Section 6.3(k) or Disposition (l), an Acquisition permitted under Section 6.4 or a disposition of assets permitted under Section 6.8(j), in each case, pursuant to reasonable and customary agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) guarantees of Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accountsany Credit Party permitted under this Section 6.1; (n) Debt incurred arising from royalty agreements on customary terms entered into by the Borrower or any and its Subsidiaries in the ordinary course of its Consolidated Subsidiaries constituting reimbursement obligations business in connection with respect to letters the purchase of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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 incurrenceSand Reserves; (o) non-recourse the Term B Debt under the Term B Credit Documents; provided that (i) the aggregate principal amount thereof outstanding at any time does not exceed $325,000,000, (ii) immediately after giving effect to the incurrence of a Consolidated Subsidiary of any such Term B Debt, the Borrower assumed by such Consolidated Subsidiary and its Subsidiaries shall be in connection pro forma compliance with any acquisition pursuant to the financial covenants in Section 9.03(i6.16 and 6.17 and (iii) (orthe Term B Collateral Agent, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time on behalf of all holders of such acquisition at least in Term B Debt, shall have entered into the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; andIntercreditor Agreement; (p) Debt of existing on the Borrower date hereof and set forth on Schedule 6.1; and (q) unsecured Debt not otherwise described permitted under subparagraphs (a) through (o) above the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not to exceed $50,000,000 in the aggregate1,000,000 at any time.

Debt. None No Specified Company will, or will permit any Subsidiary to, directly or indirectly, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Debt (or payables and other obligations owing among any of the Borrower or any of its Consolidated Subsidiaries will incurNote Parties), create or assume any Debt, exceptexcept for: (a) Debt under the Notes Senior Financing Documents; provided that the aggregate principal amount of Senior Debt (other than with respect to Swap Contracts) shall not exceed $77,000,000, as such aggregate principal amount is reduced by (i) actual paid principal installments of any term loan under the Senior Credit Agreement and (ii) any repayment of revolving loans under the Senior Credit Agreement to the extent made in connection with a permanent reduction of any revolving credit commitment under the Senior Credit Agreement (excluding any such repayment or other Obligations reduction occurring by reason of a refinancing thereof, in an amount up to the aggregate principal amount of term loans and/or revolving credit commitments borrowed or provided, as applicable, in such refinancing); provided further that, notwithstanding any guaranty reduction pursuant to the foregoing clauses (i) and (ii), up to $15,000,000 of or suretyship arrangement for the Notes or other ObligationsSenior Debt constituting Debt with respect to a revolving credit facility shall be permitted under this clause (a); (b) Debt outstanding on the date of this Agreement and set forth on Schedule 8.1 and refinancings thereof to the extent such refinancing (i) does not result in a final or weighted average maturity that is earlier than the Debt being refinanced, (ii) does not result in an increase in the original principal amount of the Borrower disclosed in Schedule 9.01Debt being refinanced, and any renewals (iii) does not, taken as a whole, impose provisions or extensions (but not increases) thereofrestrictions that are materially more adverse to the obligors thereunder than under the Debt being refinanced; (c) accounts payable (for Debt under the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established thereforSubordinated Note Documents; (d) [Reserved]Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring, constructing or improving any fixed or capital asset (including through Capital Leases), in an aggregate principal amount at any time outstanding not greater than $2,400,000; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline PropertiesDebt, if any, arising under Swap Contracts; (f) Debt (i) intercompany Debt, payables and other obligations owing to a Specified Company by its Wholly-Owned Subsidiaries which are Domestic Subsidiaries (but are not Dormant Subsidiaries) or by another Specified Company, or (ii) intercompany Debt, payables and other obligations owing to a Specified Company by its Wholly-Owned Subsidiaries which are Foreign Subsidiaries (but are not Dormant Subsidiaries) in an aggregate amount for all of such Debt, payables and other obligations owing to the Specified Companies under Hedging Agreements permitted under this clause (ii) not to exceed $12,000,000 at any time outstanding, minus the amount of Investments made by the Specified Companies after the Closing Date in their Wholly-Owned Subsidiaries which are Foreign Subsidiaries (but are not Dormant Subsidiaries) pursuant to Section 9.078.8(a)(iii) and minus the amount of Guarantees made pursuant to the final proviso of Section 8.1(j) or (iii) intercompany Debt, payables and other obligations owing to any Wholly-Owned Subsidiary (other than a Dormant Subsidiary) of any Specified Company by such Specified Company; provided, however, that with respect to any of the foregoing upon the request of the Required Holders at any time, any such Debt, payables and other obligations described in this paragraph (f) (but not including any intercompany Debt, payables and other obligations described in the foregoing clause (iii) if such intercompany Debt, payables and other obligations is owing to any Wholly-Owned Subsidiary that is a Foreign Subsidiary) shall be evidenced by promissory notes having terms reasonably satisfactory to the Required Holders; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative AgentForeign Payment Obligations; (h) additional unsecured Debt of not to exceed $500,000 in the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practicesaggregate at any time outstanding; (i) Debt in the form of the Borrower incurred deferred purchase price consideration payable in connection with a senior or subordinated unsecured note offering Permitted Acquisitions (including seller notes, maximum earn-outs, consulting and non-competition payments), provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect terms and provisions acceptable to the Term Loan Facility Required Holders, is subordinated to the Note Party Obligations pursuant to documentation in form and (iv) content reasonably acceptable to the documentation for which contains covenants no more restrictive than those set forth Required Holders in this Agreementtheir sole discretion; (j) unsecured guarantees Debt in respect of Guarantees by Specified Companies or any of its Subsidiaries of Debt otherwise permitted hereunder (provided, that if the guaranteed Debt is subordinated to the Note Party Obligations, any such guarantee shall be no less subordinated to the Note Party Obligations and provided that if any Specified Company or any Domestic Subsidiary obligations Guarantees Debt of any Foreign Subsidiary the amount of the Debt so Guaranteed shall count against the limit set forth in each of clause (other than obligations for borrowed moneyii) of Section 8.1(f) above and clause (iii)(z) of Section 8.8(a)); (k) Debt representing deferred compensation in respect of guarantees in respect of obligations of any Specified Company or any of its Subsidiaries under leases and other similar arrangements to employees contractual obligations not prohibited hereunder (provided that no Specified Company or any of the Borrower and its Consolidated Domestic Subsidiaries incurred in the ordinary course may guarantee any lease or contractual obligation of businessany Foreign Subsidiary); (l) Debt incurred by the Borrower any Specified Company or any of its Consolidated Subsidiaries in an acquisition or Disposition under arising from agreements providing for customary indemnification, the adjustment of the purchase price or other similar adjustmentsobligations in connection with permitted Asset Dispositions and Permitted Acquisitions (excluding Debt described in clause (i) above); (m) Debt in the form of financing of insurance premiums provided by the vendors of such insurance or their agents and software maintenance contracts; (n) Debt with respect to judgments or awards which do not constitute an Event of Default under Section 10.9 hereof; (o) Debt in respect of netting services, ordinary course overdraft protections for overdrafts not to exceed $50,000 per account and similar arrangements comparable deposit account services, so long as (i) such Debt is incurred in each case in connection with cash management or deposit accountsthe Ordinary Course of Business and (ii) such Debt is not outstanding for more than two (2) Business Days; (np) Debt incurred by Contingent Obligations permitted under Section 8.3, to the Borrower or any of its Consolidated Subsidiaries extent constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (pq) Debt arising under the last sentence of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregateSection 8.4.

Debt. None of the The Borrower or will not, and will not permit any of its Consolidated Subsidiaries will Restricted Subsidiary to, incur, create create, assume or assume suffer to exist any Debt, except: (a) the Notes Loans or other Obligations or any guaranty of or suretyship arrangement for arising under the Notes or other ObligationsLoan Documents; (b) Debt obligations incurred under the First Lien Loan Documents, including obligations in respect of Cash Management Obligations as contemplated therein; provided that the aggregate principal amount of loans and the face amount of letters of credit incurred or issued under the First Lien Loan Documents do not exceed in aggregate the greater of (i) the sum of $50,000,000 and the aggregate principal amount of Loans repaid or prepaid pursuant to Sections 2.11, 2.12 and 2.13 (without duplication to any amounts incurred under clause (o)(ii) below), and (ii) an amount equal to 25% of the Borrower disclosed Loan Parties’ Adjusted Consolidated Net Tangible Assets as of the date of such incurrence; provided that in Schedule 9.01the case of clause (ii), after giving effect to such incurrence and the application of proceeds therefrom, aggregate Secured Debt shall not in any renewals or extensions (but not increases) thereofcase exceed 25% of the Loan Parties’ Adjusted Consolidated Net Tangible Assets as of the date of such incurrence; (c) Debt of the Borrower and its Restricted Subsidiaries existing on the Closing Date that is reflected in the financial statements referred to in Section 4.04(a) and described on Schedule 6.02 and Permitted Refinancing Debt incurred to refinance, defease or discharge such Debt; (d) accounts payable (for and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services) , from time to time incurred in the ordinary course of business which, if which are not greater than 90 days past the date of invoice or billing date, which are being contested in good faith by appropriate proceedings if action and for which adequate reserves adequate under GAAP shall have been established therefor; (d) [Reserved]maintained in accordance with GAAP; (e) Debt under Capital Leases and Debt to finance the acquisition, construction or improvement of any fixed or capital assets; provided that (i) such Debt is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Debt permitted by this Section 6.02(e) shall not exceed $10,000,000 at any time outstanding; (f) Debt associated with worker’s compensation claims, or in respect of self-insurance obligations or bid, plugging and abandonment, appeal, reimbursement, performance, bid, surety or similar bonds or surety obligations pursuant to required by Governmental Requirements or third parties in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations Oil and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt Gas Properties of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of any Restricted Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (lg) unsecured intercompany Debt between or among Loan Parties so long as such Debt is expressly subordinated in all respects to the Loans and other Obligations on terms set forth in the Guaranty; provided, that (i) any subsequent issuance or other Disposition of Equity Interests that results in any such Debt being held by a Person other than a Loan Party and (ii) any sale or other Disposition of any such Debt to a Person that is not a Loan Party, will be deemed, in each case, to constitute an incurrence of such Debt by such Loan Party, that was not permitted by this Section 6.02(g); (h) endorsements of negotiable instruments for collection in the ordinary course of business; (i) Debt arising under take-or-pay agreements or gas balancing agreements which do not give rise to liability in the aggregate on a consolidated basis for the Borrower in excess of $2,000,000 at any one time outstanding; (j) Debt incurred by in the ordinary course of the Borrower’s business in respect of Hedging Agreements permitted under Section 6.18; (k) any obligation arising from agreements of the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements any Restricted Subsidiary providing for indemnification, the adjustment of purchase price, earn outs, or similar obligations, in each case, incurred or assumed in connection with the purchase price disposition or other similar adjustmentsacquisition of any business, assets or Equity Interest of a Restricted Subsidiary in a transaction permitted under this Agreement; provided that such obligation is not reflected as a liability on the face of the balance sheet of the Borrower or any Restricted Subsidiary; (l) obligations with respect to Series C, Series D and Series E preferred stock issued by the Borrower, so long as any dividends with respect thereto comply with the provisions of Section 6.04; (m) unsecured Guarantees by the Borrower or any Restricted Subsidiary of Debt of Alpha Hunter Drilling, LLC not exceeding $35,000,000 in respect of netting servicesthe aggregate, overdraft protections which Debt shall be on terms and similar arrangements conditions reasonably satisfactory to the Administrative Agent and have terms and conditions no more restrictive than the terms and conditions set forth in each case in connection with cash management or deposit accountsthis Agreement; (n) the Hall Houston Debt in an amount not to exceed $640,695 at any one time outstanding; (i) the Senior Notes (including unsecured Guarantees in respect thereof) outstanding on the Closing Date, (ii) Permitted Additional Notes in an amount equal to the aggregate principal amount of Loans repaid or prepaid under Sections 2.11, 2.12 and 2.13 (without duplication to any amounts incurred under clause (b)(i) above) and (iii) all Permitted Refinancing Debt incurred to refinance, defease or discharge the Senior Notes or Permitted Additional Notes, if any; provided that in all cases the aggregate amount permitted to be outstanding at any time under this clause (o) shall not exceed $950,000,000; (i) Guarantees by the Borrower and the Restricted Subsidiaries in respect of Debt permitted to be incurred pursuant to this Section 6.02; provided that if the Debt being guaranteed is subordinated to or pari passu with the Loans, then the Guarantee must be subordinated or pari passu, as applicable, to the same extent as the Debt guaranteed and (ii) unsecured guarantees by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect Restricted Subsidiary at any one time outstanding not to letters of credit, bank guarantees or similar instruments issued exceed $2,000,000 in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated any Unrestricted Subsidiary incurred in the ordinary course of the Borrower assumed by such Consolidated Subsidiary business in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at accounts payable which are not greater than 90 days past the time date of such acquisition at least invoice or which are being contested in the amounts assumed good faith by appropriate action and for which adequate reserves have been maintained in connection therewith and is not drawn down, created or increased in contemplation of or in connection accordance with such acquisitionGAAP; and (pq) other Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 7,500,000 in the aggregateaggregate principal amount at any one time outstanding.

Debt. None of The Borrower will not, and will not permit any other Credit Party or Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt and the Borrower will not permit any other Credit Party or Restricted Subsidiary to issue any of its Consolidated Subsidiaries will incur, create or assume any DebtPreferred Stock, except: (a) Indebtedness created hereunder or under the Notes or other Obligations or any guaranty of or suretyship arrangement for Loan Documents and the Notes or other Prepetition Hedge Obligations;. (b) Guarantees by the Borrower or any Guarantor of Debt of the Borrower disclosed or any Guarantor, as the case may be, Incurred in Schedule 9.01accordance with the provisions of this Agreement; provided that in the event that such Debt is a Subordinated Obligation of the Borrower or a Guarantor, and any renewals or extensions (but not increases) thereof;the related Guarantee shall be subordinated in right of payment to the Indebtedness arising under the Loan Documents to at least the same extent as such Debt. (c) accounts payable Debt in respect of the Commodity Agreements entered into pursuant to Section 8.18 or in respect to other Swap Agreements which are otherwise approved by the Agent and Required Lenders. (for d) The Second Lien Notes and any Guarantees thereof. (e) Debt in the deferred purchase price form of Property workers’ compensation claims, payment obligations in respect of health or services) from time to time incurred other types of social security benefits, unemployment or other insurance or self-insurance obligations, reclamation, statutory obligations, bankers’ acceptances, bid, appeal, reimbursement, performance, surety and similar bonds and completion Guarantees provided by the Borrower, a Credit Party or a Restricted Subsidiary in the ordinary course of business which, if greater than 90 days past and any Guarantees or letters of credit functioning as or supporting any of the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with foregoing bonds or surety obligations pursuant to Governmental Requirements or other similar obligations in connection the ordinary course of business and consistent with the operation of any Pipeline Properties;past practice (in each case, other than for an obligation for money borrowed). (f) Debt under Hedging Agreements permitted under Section 9.07;Capital Stock (other than Disqualified Stock) of the Borrower or any of the Guarantors issued and outstanding as of the Closing Date. (g) Intercompany Debt incurred prior to the commencement of the Bankruptcy Case and existing on the Petition Date as set forth on Schedule 9.02, but not any extensions, renewals or replacements of such Debt. (h) Debt consisting of surety bonds or other financial assurances or security in favor of the BOEM (the “BOEM Bonds”); provided that the cumulative amount of expenditures and/or security (including any cash collateral deposits) incurred or provided to support or otherwise obtain the issuance of BOEM Bonds, providedplus the amount of plugging and abandonment expenditures, that any during the period from and including the Petition Date through and including the date of determination shall not 110% of the amount specified for such Intercompany Debt is type of incremental bonding or collateral requirements and plugging and abandonment expenses in the DIP Budget. (i) if in excess of $5,000,000The Specified Permitted Debt. (j) In each case, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession extent existing as of the Administrative AgentPetition Date and arising pursuant to an agreement set forth on Schedule 9.11 (which, as of the Closing Date and until the date that is 30 days after the Closing Date, shall be copies of the “Divisions of Interests” for the Borrower’s oil and gas leases, and on and after the date that is 30 days after the Closing Date, shall be a description of all such agreements), obligations with respect to (i) Production Payments and Reserve Sales, (ii) overriding royalty interests in the form of net profits interests in Oil and Gas Properties granted to vendors in exchange for Oil and Gas Property development services related to such Oil and Gas Properties and (iii) farm-out agreements, farm-in agreements, division orders, contracts for the sale, purchase, exchange, transportation, gathering or processing of Hydrocarbons, unitizations and pooling designations, declarations, orders and agreements, development agreements, joint venture agreements, partnership agreements, operating agreements, royalties, working interests, net profits interests, joint interest billing arrangements, participation agreements, production sales contracts, area of mutual interest agreements, oil and gas leases, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or geophysical permits or agreements, and other agreements which are customary in the Oil and Gas Business. For purposes of determining compliance with, and the outstanding principal amount of any particular Debt Incurred pursuant to and in compliance with, this Section 9.02: (i) Guarantees of, or obligations in respect of letters of credit supporting, Debt which is otherwise included in the determination of a particular amount of Debt shall not be included; (ii) Debt permitted by this Section 9.02 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 Section 9.02 permitting such Debt; and (iii) 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 amortization of debt discount or the accretion of accreted value, the payment of interest in the form of additional Debt, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock and unrealized losses or charges in respect of Hedging Obligations (including those resulting from the application of Statement of Financial Accounting Standard No. 133) will not be deemed to be an Incurrence of Debt for purposes of this Section 9.02. The amount of any Debt outstanding as of any date shall be (i) the accreted value thereof in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms issued with original issue discount and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence principal amount or liquidation preference thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Debt. 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 on a pro forma basisis not permitted to be Incurred as of such date under this Section 9.02, the Borrower shall be in Default of this Section 9.02). For purposes of determining compliance with all covenants set forth any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in Sections 9.13 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 9.14 such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency Exchange Rate in effect on the date of such refinancing, such U.S. 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 most recently ended fiscal quarter principal amount of such Debt being refinanced. Notwithstanding any other provision of this Section 9.02, the maximum amount of Debt that the Borrower may Incur pursuant to this Section 9.02 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. This Agreement will not treat (iii1) such unsecured Debt as subordinated or junior to secured Debt merely because it is unsecured or (2) senior Debt as subordinated or junior to any other senior Debt merely because it has a maturity date at least one year beyond the Termination Date junior priority with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregatesame collateral.

Debt. None of the Borrower or The Company shall not, nor shall it permit any of its Consolidated Subsidiaries will Subsidiary to, create, assume, incur, create suffer to exist, or assume 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 Obligations or any guaranty of or suretyship arrangement for Credit Parties under the Notes or other ObligationsCredit Documents; (b) intercompany Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business whichowed by a Credit Party to another Credit Party; provided that, if greater applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case are not more than 90 days past the invoice or billing datedue, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the each case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business, as presently conducted, unless contested in good faith and by appropriate proceedings; (ld) Debt for borrowed money incurred after the Effective Date; provided that (i) such Debt is either unsecured or Additional Subordinated Debt, (ii) the maintenance covenants and financial ratios under instruments or agreements governing the credit facility for such Debt are not more restrictive than such covenants under the Facilities as reasonably determined by the Borrower US Administrative Agent which determination will not be unreasonably withheld or its Consolidated Subsidiaries in an acquisition delayed, (iii) the scheduled maturity of such Debt is at least six months past the scheduled Maturity Date and no amortization payments, mandatory prepayments, or Disposition under agreements providing for indemnificationrepurchases of such Debt are required thereunder other than at the scheduled maturity thereof (other than amortization payments, the adjustment of the purchase price mandatory prepayments or other similar adjustments; (m) Debt repurchases required in respect of netting services, overdraft protections and similar arrangements in each case such Debt in connection with cash management the occurrence of an event of default under such Debt, a change of control of the issuer (including a disposition of all or deposit accounts; substantially all of the assets of the US Borrower and its Subsidiaries, a liquidation or dissolution of the US Borrower, or any event constituting a Change of Control (nas defined herein) Debt incurred or an asset sale by the Borrower issuer or any of a Subsidiary thereof), and (iv) the Company and its Consolidated Subsidiaries constituting reimbursement obligations are in compliance with respect the covenants set forth in this Agreement, both before and after giving effect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided that upon the drawing of such letters of credit or the each incurrence of such Debt, such obligations are reimbursed within 30 days following such drawing or incurrence; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregate.

Debt. None of the Borrower or any of its Consolidated Subsidiaries will incur, create or assume shall not have any Debt, except: other than Permitted Debt and Debt incurred in connection with, and substantially simultaneously with, the repayment in full of the Loan. No direct or indirect equityholder of any Co-Borrower, except for any Qualified Equityholder and any direct or indirect equityholders of any Qualified Equityholder, shall have any indebtedness for borrowed money (a) the Notes or other Obligations or any guaranty preferred equity having the characteristics of or suretyship arrangement indebtedness for borrowed money, including a mandatory redemption date and a current pay preferred return) other than, as applicable, the Notes or other Obligations; (b) Debt of Loan, the Borrower disclosed Mezzanine Loans, the Permitted Indebtedness, the “Permitted Indebtedness” under and as defined in Schedule 9.01the Mezzanine Loan Agreements, and any renewals or extensions (but in the case of American Casino & Entertainment Properties LLC, unsecured trade payables, not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time evidenced by a note, incurred in the ordinary course of business which, if greater than and customarily paid within 90 days past after the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP date incurred. The foregoing shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is not (i) if restrict the making of unsecured loans by the members of W2007/ACEP Holdings, LLC (the “WH/HG JV”) to each other or to the WH/HG JV in excess accordance with that certain Amended and Restated Limited Liability Company Agreement of $5,000,000W2007/ACEP Holdings, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession LLC, dated as of the Administrative Agentdate hereof, and or (ii) limit the incurrence of Debt by (x) Persons that own less than 10% of the direct or indirect equity interests in Borrower, (y) Persons for whom direct and indirect equity interests in Borrower do not comprise the majority of such Person’s assets and (z) natural persons, provided that in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary each of (other than an Obligorx), subordinated to the Obligations upon terms (y) and conditions satisfactory to the Administrative Agent; (h) z), such Debt is not secured by a pledge of the direct or indirect equity interests in Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses in violation of the Borrower in accordance with past practices; (iterms of Section 7.1(f) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregatehereof.

Debt. All Debt represented by the Notes and the Guarantees is being incurred for proper purposes and in good faith. Based on the financial condition of the Company as of the Closing Date after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Group Companies’ assets exceeds the amount that will be required to be paid on or in respect of the Group Companies’ existing Debts and other liabilities (including contingent liabilities) as they mature; (ii) the present fair saleable value of the assets of the Group Companies is greater than the amount that will be required to pay the probable liabilities of the Group Companies on their respective Debt as they become absolute and mature; (iii) the Group Companies are able to realize upon their assets and pay their Debt and other liabilities (including contingent obligations) as they mature; (iv) the Group Companies’ assets do not constitute unreasonably small capital to carry on their respective businesses as now conducted and as proposed to be conducted including their respective capital needs taking into account the particular capital requirements of the business conducted by the Group Companies, and projected capital requirements and capital availability thereof; and (v) the current cash flow of each of the Group Companies, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. None of the Borrower Group Companies intends to incur Debt beyond its ability to pay such Debt as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its Debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it or any other Group Companies will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. Except as set forth in Schedule 6(t) of the Disclosure Schedule, none of the Group Companies has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its Consolidated Subsidiaries will incurproperty, create whether now owned or assume any Debthereafter acquired, except: to be subject to a Lien (a) the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligations; (b) Debt of the Borrower disclosed in Schedule 9.01than, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany PRC Operating Subsidiary, Liens over property securing an amount less than US$15,000,000). Except as set forth in Schedule 6(t) of the Disclosure Schedule, none of the Group Companies is a party to, or otherwise subject to any provision contained in, any instrument evidencing Debt owing to an Obligor from a Consolidated Subsidiary of any of the Group Companies, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other than an Obligor)organizational document) which limits the amount of, subordinated to or otherwise imposes restrictions on the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) incurring of, Debt of the Borrower to Company (other than, in the General Partner to enable the General Partner to pay general and administrative costs and expenses case of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrenceany PRC Operating Subsidiary, (ii) after giving effect to restrictions on the incurrence of such Debt on a pro forma basis, where the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided that upon the drawing minimum threshold amount of such letters restriction is in excess of credit or the incurrence of such Debt, such obligations are reimbursed within 30 days following such drawing or incurrence; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior theretoUS$15,000,000); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregate.

Debt. None Each of the Parent and the Borrower or will not, and will not permit any of its Consolidated Subsidiaries will their respective subsidiaries to, incur, create create, assume or assume suffer to exist any Debt, except: (a) the Notes or other Obligations or and any guaranty of or suretyship arrangement for the Notes or other Obligationsin respect thereof; (b) Debt of arising under Capital Leases and Debt incurred in connection with purchase money indebtedness not to exceed $10,000,000 in the Borrower disclosed in Schedule 9.01, and aggregate at any renewals or extensions (but not increases) thereofone time outstanding; (c) accounts payable (for the deferred purchase price of Property Debt associated with worker’s compensation claims, performance, bid, surety or services) from time to time similar bonds or surety obligations required by Governmental Requirements, in each case, incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of the Oil and Gas Properties; (d) unsecured intercompany Debt between or among Loan Parties (other than the Parent) to the extent permitted by Section 9.07(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Pipeline PropertiesPerson other than a Loan Party (other than the Parent); (e) endorsements of negotiable instruments for collection in the ordinary course of business; (f) Debt under Hedging Swap Agreements which are expressly permitted by the terms of Section 9.20; provided (i) such Debt shall not be secured, other than such Debt owing to Secured Swap Providers that are secured under Section 9.07;the Loan Documents, (ii) such Debt shall not obligate Parent or any of its Subsidiaries to any margin call requirements, including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Swap Agreements shall be limited to the deferred premium payments for put option contracts which are secured pursuant to Liens arising under the Loan Documents; provided that, the outstanding amount of such deferred premium payments shall not exceed $10,000,000; (g) Intercompany Debtany unsecured Debt of the Parent, providedthe Borrower or any other Loan Party and guarantees thereof by any Loan Party so long as, that the Net Proceeds of such Debt shall be used solely to refinance, refund or replace, first, all of the Revolving Loans (with a corresponding automatic permanent reduction of the then-effective total Revolving Credit Commitments of the Revolving Credit Lenders, on a pro rata basis for each Revolving Credit Lender) and all of the Term Loans and, subsequently, any other Debt permitted by Section 9.02(j) in existence as of the Effective Date (such refinancing, refunding or replacement Debt and any such Intercompany subsequent refinancing, refunding or replacement Debt is in respect thereof, the “Refinancing Debt”) and, in each case, any subsequent Refinancing Debt; provided that: (i) if such Debt shall not provide for any amortization of principal or any scheduled or mandatory prepayments or Redemptions on any date prior to 180 days after the Maturity Date (other than customary high yield indenture provisions requiring offers to repurchase in excess connection with asset sales or any change of $5,000,000control, evidenced by casualty or condemnation event prepayments or customary acceleration rights after an Intercompany Note which has been pledged event of default), (ii) such Debt shall not mature earlier than 180 days after the Maturity Date, (iii) such Debt (and the documents governing such Debt) shall (A) contain no financial covenant that is more restrictive or onerous with respect to secure the Obligations and is in Loan Parties than the possession of the Administrative Agentfinancial covenants herein, and (iiB) not contain covenants and events of default that are, taken as a whole, more restrictive or onerous with respect on the Loan Parties than those contained in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrencethis Agreement, (iiiv) after giving effect to the incurrence of such Debt and the application of the proceeds thereof, on a pro forma basis, no Event of Default or Borrowing Base Deficiency shall exist and (v) the principal amount of such Debt does not exceed the principal amount of the Debt being refinancing, refunded, replaced or otherwise Redeemed except (A) by an amount equal to reasonable unpaid accrued interest and premiums (including tender premiums) thereon plus underwriting discounts, other reasonable and customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connection with such refinancing or replacement and (B) by an amount equal to any existing unutilized commitments thereunder to the extent such commitments are then available to be drawn upon by Loan Party; (h) any other unsecured Debt of the Parent, the Borrower or any other Loan Party and guarantees thereof by any Loan Party so long as, after giving effect to the incurrence of such Debt and the application of the proceeds thereof, and any automatic reduction of the Borrowing Base pursuant to Section 2.07(e) on account thereof, each on a pro forma basis: (A) the pro forma Consolidated Total Net Leverage Ratio shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 less than 4.25:1.00, as of the most recently ended fiscal quarter last day of the Borrower applicable period covered by the most recent certificate delivered pursuant to Section 8.01(c) (as if such Debt, and all other Debt permitted pursuant to this Section 9.02(h) issued or incurred since the first day of such applicable period, had been issued or incurred on the first day of such applicable period), (B) no Event of Default or Borrowing Base Deficiency shall exist and (C) prior to, or concurrently with the incurrence of any such Debt, the Term Loans shall be paid in full, in cash; provided that: (i) such Debt shall not provide for any amortization of principal or any scheduled or mandatory prepayments or Redemptions on any date prior to 180 days after the Maturity Date (other than customary high yield indenture provisions requiring offers to repurchase in connection with asset sales or any change of control, casualty or condemnation event prepayments or customary acceleration rights after an event of default), (ii) such Debt shall not mature earlier than 180 days after the Maturity Date, (iii) such Debt has a maturity date at least one year beyond (and the Termination Date documents governing such Debt) shall (A) contain no financial covenant that is more restrictive or onerous with respect to the Term Loan Facility Parties than the financial covenants herein, and (ivB) the documentation for which contains not contain covenants no and events of default that are, taken as a whole, more restrictive or onerous with respect on the Loan Parties than those set forth contained in this Agreement; (j. Notwithstanding anything to the contrary in the foregoing, the Borrowing Base shall automatically be reduced on the date of the incurrence of such Debt in accordance with Section 2.07(e). The Net Proceeds of such Debt shall be used to prepay the Loans in accordance with and to the extent required by Section 3.04(c)(iii), Section 3.04(c)(iv) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed moneyand Section 3.04(c)(v); (ki) Debt representing deferred compensation and arising from the honoring by a bank or other financial institution of a check, draft or other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred instrument drawn against insufficient funds in the ordinary course of business;; and (lj) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting servicesParent, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued other Loan Party incurred in respect of workers compensation claimsthe Second Lien Notes and the Second Lien Indenture, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect subject to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary terms of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregateSecond Lien Intercreditor Agreement.

Debt. None of the The Borrower or shall not, and shall not permit any of its Consolidated Restricted Subsidiaries will to, create, incur, create assume or assume otherwise become or remain liable with respect to, any Debt, exceptexcept for: (a) Debt arising hereunder and under the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other ObligationsLoan Documents; (b) Unsecured Debt of outstanding on the Borrower disclosed Effective Date and described in Schedule 9.017.1, and in each case in a principal amount at any renewals or extensions (but one time outstanding not increases) thereofto exceed the amount set forth on Schedule 7.1 hereof; (c) accounts payable (Endorsements of negotiable instruments for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred collection in the ordinary course of business; (ld) Current liabilities (exclusive of Debt) for accounts payable and expense accruals incurred or assumed in the ordinary course of business, provided such accounts payable have not remained unpaid for a period of ninety (90) days after the same became due unless currently being contested in good faith or by appropriate proceedings; (e) Liabilities for taxes, assessments, governmental charges or levies not yet due and payable; (f) Liabilities incurred under Hedge Transactions permitted pursuant to Section 7.14 hereof; (g) Unsecured Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment pursuant to a line(s) of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred credit entered into by the Borrower after the Effective Date with any Bank or any other financial institution, provided, however, that (i) the terms, covenants and conditions of said line(s) of credit may be no more burdensome or onerous on the Borrower and its Consolidated Subsidiaries constituting reimbursement obligations with respect than the terms, conditions and covenants contained in this Credit Agreement, (ii) at the time said Debt is incurred, the aggregate principal amount of all advances, including the proposed advance (the "Swing Loans") made to letters the Borrower by any Bank or any such other financial institution pursuant to such line(s) of creditcredit does not exceed at any one time outstanding $5,000,000.00, bank guarantees (iii) after giving pro forma effect to any proposed Swing Loan, the aggregate amount of the Utilized Credit does not exceed the Available Commitment, and (iv) the proceeds of all Swing Loans are used by the Borrower solely for cash management purposes. Swing Loans shall not be considered a utilization of the Total Commitment or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided that upon the drawing Commitment of such letters Bank hereunder for purposes of credit or calculating the incurrence commitment fee due pursuant to the provisions of such DebtSection 2.5(a), such obligations are reimbursed within 30 days following such drawing or incurrence; (o) non-recourse Debt of a Consolidated Subsidiary but shall be included in the determination of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto)Utilized Credit; provided, however, that such Debt exists at if an advance made pursuant to the time Swing Loans affects either the Applicable Eurodollar Margin or the Unavailable Fee Rate, Borrower shall provide Bank with written notice of such acquisition at least effect prior to each advance of funds made pursuant to the Swing Loans; (h) Purchase money Debt in respect of property acquired by the Borrower and its Subsidiaries (other than the Restricted Subsidiaries) in the amounts assumed in connection therewith ordinary course of business provided, however, that the aggregate amount of all Debt incurred by the Borrower and is its Subsidiaries pursuant to this Section 7.1(h) and Section 7.1(i) shall not drawn down, created or increased in contemplation of or in connection with such acquisition; andexceed $5,000,000 at any one time outstanding; (pi) Additional unsecured Debt of the Borrower not otherwise described under subparagraphs permitted by subclauses (a) through (oh), provided, however, that the aggregate amount of all Debt incurred by the Borrower and its Subsidiaries (other than the Restricted Subsidiaries) above pursuant to this Section 7.1(i) and Section 7.1(h) shall not to exceed $50,000,000 5,000,000 at any one time outstanding; (j) Unfunded Vested Liabilities with respect to any Existing Plan, provided, however, that (x) such Existing Plan at all times meets all applicable funding requirements contained in Section 412 of the aggregateCode and (y) Borrower is at all times in compliance with Section 7.15(b); and (k) Unsecured subordinated Debt outstanding under the Subordinated Intercompany Notes and any other intercompany Debt among Borrower and any of the Restricted Subsidiaries which have executed a Subsidiary Guaranty. It is understood and agreed that Borrower shall not permit any of its Restricted Subsidiaries to create, incur, assume or otherwise become or remain liable with respect to, any Indebtedness or Accommodation Obligations, except for that incurred under subparagraphs (a), (c), (d), and (e) above.

Debt. None of the Borrower or Not, and not permit any of its Consolidated Subsidiaries will Subsidiary to, create, incur, create assume or assume suffer to exist any Debt, except: : (ai) obligations under this Agreement and the Notes or other Obligations or any guaranty of or suretyship arrangement for Loan Documents; (ii) Capital Leases entered into after the Notes or other Obligations; Filing Date in compliance with SECTION 10.13; (biii) Debt of the Borrower disclosed in Schedule 9.01, Company to any wholly-owned Subsidiary and of any renewals Subsidiary to the Company or extensions (but not increases) thereof; (c) accounts payable (for any wholly-owned Subsidiary incurred after the deferred purchase price of Property or services) from time to time incurred Filing Date in the ordinary course of business which(PROVIDED that if any such Debt is evidenced by a promissory note, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP such note shall have been established therefor; pledged to the Post-Petition Agent); (d) [Reserved]; (eiv) Debt associated of the Debtors existing as of the Filing Date (PROVIDED that (a) payments on account of any Capital Leases entered into prior to the Filing Date shall not exceed the amount therefor set forth in the then-current Operating Budget (including any remaining Permitted Variance) and (b) none of the instruments or agreements governing such Debt may be amended, modified or supplemented after the Effective Date to change any terms of subordination, repayment or rights of conversion, put, exchange or other similar rights from such terms and rights in effect on the Filing Date) and renewals and extensions of such Debt (provided that no such renewal or extension shall extend the maturity of any such Debt to a date later than the Termination Date and no such renewal or extension shall increase the principal amount thereof or change the direct and contingent obligors with bonds respect thereto); (v) Debt incurred for the purpose of financing all or surety obligations pursuant any part of the cost of acquiring equipment after the Filing Date (exclusive of Capital Leases other than those permitted by SECTION 10.13) and secured by Liens permitted by SECTION 10.9(D), so long as such Debt is approved by the Bankruptcy Court, in an aggregate amount not to Governmental Requirements exceed $100,000; (vi) Debt owed to BofA or any of its Affiliates or any other Pre-Petition Lender or Lender in respect of any overdrafts and related liabilities arising from treasury, depository or cash management services or in connection with any automated clearing house transfers of funds; and (vii) Suretyship Liabilities of the Company or any Subsidiary in connection with the operation guaranty of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses Company or any other wholly-owned Subsidiary permitted under this Section or other obligations of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in Company any other Subsidiary not prohibited by this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregate.

Debt. None All Debt represented by the Notes and the Guarantees is being incurred for proper purposes and in good faith. Based on the financial condition of the Borrower or any of its Consolidated Subsidiaries will incur, create or assume any Debt, except: (a) the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligations; (b) Debt Company as of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) Closing Date after giving effect to the incurrence of such Debt on a pro forma basis, receipt by the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as Company of the most recently ended fiscal quarter proceeds from the sale of the Borrower Securities hereunder, (i) the fair saleable value of the Group Companies’ assets exceeds the amount that will be required to be paid on or in respect of the Group Companies’ existing Debts and other liabilities (including contingent liabilities) as they mature; (ii) the present fair saleable value of the assets of the Group Companies is greater than the amount that will be required to pay the probable liabilities of the Group Companies on their respective Debt as they become absolute and mature; (iii) such the Group Companies are able to realize upon their assets and pay their Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and other liabilities (including contingent obligations) as they mature; (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation Group Companies’ assets do not constitute unreasonably small capital to carry on their respective businesses as now conducted and other similar arrangements as proposed to employees be conducted including their respective capital needs taking into account the particular capital requirements of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred business conducted by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnificationGroup Companies, and projected capital requirements and capital availability thereof; and (v) the adjustment current cash flow of each of the purchase price Group Companies, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or other similar adjustments; (m) Debt in respect of netting servicesits liabilities when such amounts are required to be paid. None of the Group Companies intends to incur Debts beyond its ability to pay such Debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its Debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it or any other Group Companies will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. None of the Group Companies is, overdraft protections or has reason to believe it is likely to be, in default with respect to any Debt and similar arrangements no waiver of default is currently in each case effect. None of the Group Companies has agreed or consented to cause or permit in connection with cash management the future (upon the happening of a contingency or deposit accounts; (notherwise) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect property, whether now owned or hereafter acquired, to letters be subject to a Lien. None of creditthe Group Companies is a party to, bank guarantees or similar instruments issued in respect otherwise subject to any provision contained in, any instrument evidencing Debt of workers compensation claimsany of the Group Companies, healthany agreement relating thereto or any other agreement (including, disability but not limited to, its charter or other employee benefits organizational document) which limits the amount of, or propertyotherwise imposes restrictions on the incurring of, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregateCompany.

Debt. None of the Borrower or Not, and not permit any of its Consolidated Subsidiaries will other Loan Party to, create, incur, create assume or assume suffer to exist any Debt, except: (a) Obligations under this Agreement and the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other ObligationsLoan Documents; (b) Debt of any Guarantor owing to the Borrower disclosed Company or to any other Guarantor; provided that to the extent such Debt shall be evidenced by any note or instrument, such instrument shall be a demand note in Schedule 9.01form and substance reasonably satisfactory to the Collateral Agent and pledged and delivered to the Collateral Agent pursuant to the Collateral Documents as additional collateral security for the Obligations, and any renewals or extensions (but not increases) thereofthe obligations under such demand note shall be subordinated to the Obligations of the Company hereunder in a manner reasonably satisfactory to the Administrative Agent; (c) accounts payable Subordinated Debt, provided that (for A) immediately before and after (on a pro forma basis acceptable to the deferred purchase price Administrative Agent and supported by such certificates required by the Administrative Agent) the incurrence of Property any such Subordinated Debt, no Unmatured Event of Default or servicesEvent of Default shall exist and the Company shall be in pro forma compliance with all financial and other covenants contained herein as of the date of incurrence of such Subordinated Debt and (B) all agreements, documents and instruments relating to such Subordinated Debt shall have been delivered to and approved by the Administrative Agent and the Required Lenders prior to the incurrence of such Subordinated Debt; (d) Hedging Obligations; (e) Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased (and as such amount is reduced from time to time incurred time) and no modifications of the terms thereof which are less favorable to the Company or more restrictive on the Company in any material manner shall be permitted; (f) Contingent Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Permitted Acquisitions and purchasers in connection with dispositions permitted under Section 11.4; (g) Earnouts with respect to Permitted Acquisitions made by the Company; (h) Trade accounts payable and accrued expenses arising in the ordinary course of business whichwhich are current or past due only in an amount which is not material in the aggregate for the Company and its Subsidiaries on a consolidated basis, if greater than 90 days past the invoice or billing date, which are being contested in good faith by appropriate proceedings if and for which adequate reserves adequate under GAAP shall have been established thereforare maintained on the books of the Company; (d) [Reserved]; (ei) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt which is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated non-recourse to the Obligations upon Company or its Subsidiaries, provided that the aggregate amount of such non-recourse Indebtedness does not exceed $10,000,000 and such non-recourse terms and conditions satisfactory the other terms of such financing are acceptable to the Administrative Agent; (hj) Debt incurred to finance insurance premiums in the ordinary course of business consistent with past practices of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money)Company; (k) Debt representing deferred compensation of Subsidiaries and other similar arrangements Joint Ventures which are not Guarantors owing to employees the Company or a Guarantor not exceeding an aggregate amount equal to the book value of five percent (5%) of Total Assets; provided, that any such Debt shall reduce, dollar for dollar, the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of businessavailable transactions permitted by Section 11.6(g); (l) Debt incurred represented by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment subtraction of the purchase price or other similar adjustmentsAdjusted Off-Balance Sheet Liabilities from Off-Balance Sheet Liabilities; (m) Debt (other than Debt to the Principals) other than as described in respect clauses (a) through (l) above and (o) below not exceeding an aggregate amount equal to the book value of netting servicesfive percent (5%) of Total Assets, overdraft protections and similar arrangements in each case in connection with cash management provided that not more than 50% of the Debt incurred or deposit accountsotherwise outstanding pursuant to this clause (m) may be secured by Permitted Liens; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect which may otherwise be permitted pursuant to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligationsSection 11.6; provided 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;and (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregatearising from Ordinary Course Capital Leases.

Debt. None of the Borrower or The Company will not, and will not permit any of its Consolidated Subsidiaries will to, directly or indirectly, create, incur, create assume, guarantee or assume otherwise become or remain directly or indirectly liable with respect to, any Debt, exceptexcept for: (a) Debt of the Notes or other Obligations or Company outstanding on the date of this Agreement as set forth in Schedule 6.01 and any guaranty of or suretyship arrangement for the Notes or other ObligationsPermitted Refinancing thereof; (b) Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereofThe Existing Additional Acquisition Liabilities; (c) accounts payable (for Debt of the deferred purchase price of Property or services) from time to time incurred in Company under the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established thereforFinancing Documents; (d) [Reserved]Debt of the Company or any of its Subsidiaries incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases), in an aggregate principal amount at any time outstanding not greater than $500,000; (e) Debt associated with bonds of the Company or surety obligations pursuant any of its Subsidiaries to Governmental Requirements in connection with a wholly-owned Subsidiary of the operation Company, or of any Pipeline PropertiesSubsidiary of the Company to the Company; (f) Purchase money Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative AgentCompany incurred in connection with an acquisition in accordance with terms and conditions of Section 6.07, which Debt shall be subordinated in all respects to any and (ii) in all Debt of the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated Company to the Obligations Agent and the Lenders, upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general Lenders and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such which Debt on does not result in a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as Default or an Event of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement;Default. (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (kg) Debt representing deferred compensation and other constituting liabilities under letters of credit, surety bonds or similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred instruments issued in the ordinary course of business; business to secure bids, purchase orders, statutory obligations such as workers compensation insurance or sales tax bonds, operating leases and similar obligations (lbut not Debt), provided that the aggregate outstanding obligation (whether fixed or contingent, drawn or undrawn) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections Company and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or its Subsidiaries under all such instruments shall not at any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisitionexceed $50,000; and (ph) Other Debt of the Borrower not otherwise described under subparagraphs Company and its Subsidiaries in an aggregate principal amount (awhether fixed or contingent, drawn or undrawn) through (o) above not to exceed at any time $50,000,000 in the aggregate50,000.

Debt. None of the Borrower or Not, and not permit any of its Consolidated Subsidiaries will Subsidiary to, create, incur, create assume, guarantee or assume otherwise suffer to exist any Debt, except: (a) Obligations under this Agreement and the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other ObligationsLoan Documents; (b) Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereofreserved; (c) accounts payable Debt of Borrower to any Loan Party or Debt of any Domestic Subsidiary Guarantor to Borrower or a Domestic Subsidiary not to exceed $20,000,000, in each case, that is appropriately reflected in Borrower’s financial records and is evidenced by a written promissory note pledged to Agent as Collateral that contains subordination language satisfactory to Required Lenders and; (for d) any existing Debt listed on Schedule 7.1 hereto as of the deferred purchase price Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) reserved; (f) Contingent Obligations arising with respect to customary indemnification obligations in favor of Property or servicespurchasers in connection with dispositions permitted under Section 7.4; (g) from time to time Debt incurred in the ordinary course of business whichconsisting of: (i) obligations in respect of netting services, if greater than 90 days past the invoice overdraft protections, and other cash management and similar arrangements and in respect of incentive, supplier finance or billing datesimilar programs, are being contested (ii) obligations to pay insurance premiums, (iii) take or pay obligations contained in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; supply agreements, (div) [Reserved]; (e) Debt associated with bonds obligations to reacquire assets or surety obligations pursuant to Governmental Requirements inventory in connection with customer financing arrangements, (v) pursuant to tenders, statutory obligations, bids, leases, governmental contracts, trade contracts, workers’ compensation claims, performance or completion guarantees, surety, stay, customs, appeal, performance and/or return of money bonds or other similar obligations incurred, in each case, in the operation ordinary course of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debtbusiness or consistent with past practice, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged including those incurred to secure the Obligations health, safety and is environmental obligations in the possession ordinary course of business or consistent with past practice, (vi) obligations in respect of letters of credit (including reimbursement obligations with respect to letters of credit issued in the Administrative Agentordinary course of business consistent with past practice), bank guarantees, surety bonds, performance bonds or similar instruments issued in the ordinary course of business consistent with past practice, and (iivii) obligations in respect of commercial and trade letters of credit (including reimbursement obligations with respect to any such letters of credit) in the case ordinary course of business consistent with past practice; provided that the aggregate amount of all such Debt shall not exceed $250,000 at any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agenttime outstanding; (h) Contingent Obligations arising under guarantees by a Loan Party of Debt or other obligations of the Borrower any other Loan Party (other than Holdings), which Debt or other obligations are otherwise permitted hereunder; provided that, if such obligation is subordinated to the General Partner Obligations, such guarantee shall be subordinated to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practicessame extent; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreementreserved; (j) unsecured guarantees Debt consisting of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing reasonable deferred compensation and other similar arrangements payable to current or former employees of the Borrower and its Consolidated Subsidiaries Holdings or any Subsidiary incurred in the ordinary course of business; (k) Debt arising in the ordinary course of business in respect of workers’ compensation claims, disability, health or other employee benefit obligations; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustmentsreserved; (m) Debt in respect constituting of netting services(i) guarantees of the obligations of suppliers, overdraft protections customers and similar arrangements licensees and (ii) customer deposits and advance payments received from customers for goods and services purchased, in each case case, incurred in connection with cash management or deposit accounts;the ordinary course of business and in an aggregate amount not to exceed $25,000 at any time outstanding; and (n) Debt unsecured employee credit card programs and similar arrangements, in each case, incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed ordinary course of business and in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above an aggregate amount not to exceed $50,000,000 in the aggregate50,000 at any time outstanding.

Debt. None of the Borrower or No Credit Party shall, nor shall it permit any of its Consolidated Subsidiaries will to, create, assume, incur, create suffer to exist, or assume in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligations; (b) the Revolving Loans and other obligations arising under the Revolving Loan Documents; provided that the aggregate principal amount of such Debt of the Borrower disclosed in Schedule 9.01, and at any renewals or extensions (but time outstanding does not increases) thereofexceed $200,000,000; (c) accounts payable (for the deferred purchase price of Property or services) from time to time intercompany Debt incurred in the ordinary course of business whichowed by any Credit Party to any other Credit Party; provided that (i) if such Debt is secured by Liens, such Debt and any Liens securing such Debt are subordinated to the Secured Obligations and the Liens securing the Secured Obligations on terms and conditions and pursuant to documentation acceptable to the Administrative Agent in its sole discretion and (ii), if greater applicable, such Debt as an investment is also permitted in Section 6.3; (d) Debt in the form of accounts payable to trade creditors (including reimbursements made to Hi-Crush Services LLC or other Persons in accordance with the Partnership Agreement) for goods or services and current operating liabilities (other than for borrowed money) which in each case are not more than 90 days past due, in each case incurred in the invoice or billing dateordinary course of business, are being as presently conducted, unless contested in good faith by appropriate proceedings if and adequate reserves adequate under GAAP shall for such items have been established therefor; (d) [Reserved]made in accordance with GAAP; (e) Debt associated with bonds purchase money indebtedness or surety obligations pursuant Capital Leases in an aggregate principal amount not to Governmental Requirements in connection with exceed the operation greater of $15,000,000 and 5% of Consolidated Total Assets at any Pipeline Propertiestime; (f) Debt under Hedging Agreements Arrangements permitted under Section 9.07;6.15; -50- NY\6260051.12 (g) Intercompany Debt, provided, that Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt arising from the financing of insurance premiums of any Credit Party to defer the cost of such Intercompany Debt is insurance for the underlying term of such insurance policy; (i) if in excess of $5,000,000unsecured subordinated Debt and any Permitted Refinancing thereof; provided that (i) the scheduled maturity date thereof is not earlier than 91 days after the Maturity Date, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case holders of such Debt shall have entered into a Subordination Agreement, (iii) any Intercompany agreement governing such Debt owing to an Obligor from shall include representations, warranties, covenants and events of default, taken as a Consolidated Subsidiary (other than an Obligor)whole, subordinated no less favorable to the Obligations upon Borrower in any material respect than this Agreement and (iv) the terms and conditions provisions of such Debt shall otherwise be reasonably satisfactory to the Administrative Agent; (hj) Debt of the Borrower to the General Partner to enable the General Partner to pay general under performance, stay, appeal and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior surety bonds or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth workers’ compensation or other like employee benefit claims, in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries each case incurred in the ordinary course of business; (k) Debt assumed in connection with any Permitted Investment or Acquisition and not incurred in contemplation thereof in an aggregate principal amount not exceeding the greater of $15,000,000 and 5% Consolidated Total Assets at any time, and any Permitted Refinancing thereof; (l) Debt incurred by owed to the Borrower or its Consolidated Subsidiaries seller of any property acquired in an acquisition Investment permitted under Section 6.3(k) or Disposition (l) or an Acquisition permitted under Section 6.4 on an unsecured subordinated basis, which subordination agreement shall be on terms substantially similar to the Subordination Agreement or otherwise satisfactory to the Administrative Agent in its sole discretion; provided that the terms and provisions of such Debt shall be reasonably satisfactory to the Administrative Agent; (m) Debt incurred in an Investment permitted under Section 6.3(k) or (l), an Acquisition permitted under Section 6.4 or a disposition of assets permitted under Section 6.8(k), in each case, pursuant to reasonable and customary agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (mn) guarantees of Debt of any Credit Party permitted under this Section 6.1; (o) Debt arising from royalty agreements on customary terms entered into by the Borrower and its Subsidiaries in respect the ordinary course of netting services, overdraft protections and similar arrangements in each case business in connection with cash management or deposit accountsthe purchase of Sand Reserves; (np) Debt incurred supported by a letter of credit issued pursuant to the Revolving Credit Agreement, in a principal amount not in excess of the stated amount of such letter of credit; (q) Debt consisting of earn-outs and similar deferred consideration in consideration in connection with an Acquisition permitted by Section 6.4 or other Investment permitted by Section 6.3 in an aggregate amount outstanding at any one time not to exceed the greater of $15,000,000 and 5% of Consolidated Total Assets; (r) Debt issued by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations to current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent company of the Borrower to the extent permitted by Section 6.9: -51- NY\6260051.12 (s) Debt consisting of cash management services incurred in the ordinary course of business and Debt owed on a short-term basis of no longer than thirty days to banks and other financial institutions incurred in the ordinary course of business of the Borrower and its Subsidiaries with respect such banks or financial institutions that arises in connection with ordinary banking arrangements to letters manage cash balances of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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 incurrenceBorrower and its Subsidiaries; (ot) non-recourse Debt of a Consolidated Subsidiary of existing on the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (ordate hereof and set forth on Schedule 6.1, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisitionPermitted Refinancings thereof; and (pu) Debt of the Borrower not otherwise described permitted under subparagraphs (a) through (o) above the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not to exceed the greater of $50,000,000 in the aggregate15,000,000 and 5% of Consolidated Total Assets at any time.

Debt. None of the Borrower or Pride will not permit any of its Consolidated Subsidiaries will Subsidiary to create, incur, create assume, guarantee, otherwise become liable for or assume suffer to exist, any Debt, exceptDebt other than: (ai) Debt under the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other ObligationsCredit Documents; (bii) Debt of existing on the Borrower disclosed in Effective Date (such Debt, to the extent the principal amount thereof is $25,000,000 or more, being described on Schedule 9.01, and any renewals or extensions (but not increases4.01(r) thereofattached hereto); (ciii) accounts payable Debt owing to Pride, any Subsidiary or any SPV; (for the deferred purchase price iv) Debt under any interest rate protection agreements or foreign exchange ▇▇▇▇▇▇ (regardless of Property or serviceswhether such hedging obligations are subject to hedge accounting) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established thereforand not for speculative purposes; (dv) [Reserved]Debt (x) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and (y) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Debt not to exceed $100,000,000 in the aggregate at any time outstanding; (evi) Debt associated of a Person existing at the time such Person becomes a Subsidiary of Pride or is merged with bonds or surety obligations pursuant to Governmental Requirements into Pride or any Subsidiary of Pride and not incurred in connection with the operation contemplation of any Pipeline Propertiessuch transaction; (fvii) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess performance guaranties and letters of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred credit issued in the ordinary course of business; (lviii) Debt consisting of Pre-Completion Guaranties to the extent that the aggregate principal amount of the obligations guaranteed under such Pre-Completion Guaranties does not exceed ten percent (10.0)% of Consolidated Tangible Net Worth at any time outstanding; (ix) Debt incurred by for the Borrower purpose of financing all or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment a part of the purchase price or construction cost of property (including the cost of upgrading, refurbishing, renovating or repairing drilling rigs, drillships and other similar adjustments; (m) Debt in respect of netting services, overdraft protections vessels and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred platforms owned by the Borrower Pride or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters Subsidiaries) within the limitations of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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 incurrenceSection 5.02(c)(iv) above; (ox) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists an aggregate principal amount outstanding at the time of incurrence thereof (together with all such acquisition other Debt outstanding pursuant to this clause (x) at least such time) not to exceed $100,000,000 (the “Subsidiary Debt Basket Amount”); (xi) Debt not otherwise permitted under any other clause of this Section 5.02(d) so long as each Subsidiary incurring such Debt has in force a Subsidiary Guaranty in substantially the amounts assumed in connection therewith form of Exhibit G; provided that such Subsidiary Guaranty shall contain a provision that such Subsidiary Guaranty, and all obligations thereunder of the Guarantor party thereto, shall be terminated upon notice by Pride to the Administrative Agent that (a) the aggregate principal amount of Debt of all Subsidiaries outstanding pursuant to the immediately preceding clause (x) and this clause (xi) is equal to or less than the Subsidiary Debt Basket Amount and (b) no Default or Event of Default has occurred and is not drawn down, created or increased in contemplation of or in connection with such acquisitioncontinuing; (xii) [Reserved]; and (pxiii) Debt extensions, refinancings, renewals or replacements of the Borrower not otherwise described under subparagraphs (a) through (o) Debt permitted above not to exceed $50,000,000 which, in the aggregatecase of any such extension, refinancing, renewal or replacement, does not increase the amount of the Debt being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacement.

Debt. None of the Borrower or The Company shall not (and shall not permit any of its Consolidated Subsidiaries will to) incur, create create, assume, permit, guaranty, endorse or assume be liable, directly or indirectly, for any Debt (including receiving any disbursements or other incurrences of Debt under revolving loans or other arrangements permitting therefor), including as a result of any acquisition of another Person and/or any Property of another Person, except for the following (collectively, the “Permitted Debt”): (i) Debt under the Transaction Documents, (ii) as scheduled in this Indenture, Debt existing on the Issuance Date and Refinancing Debt refinancing such Debt, except:of business and not for speculative purposes, (aiii) Subordinated Debt owed to Persons other than the Notes or other Obligations or Company and/or any guaranty of or suretyship arrangement for the Notes or other Obligations;its Subsidiaries, (biv) Debt of the Borrower disclosed in Schedule 9.01, and any renewals interest rate or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred currency hedging obligations entered into in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall for bona fide hedging purposes and not for speculative purposes, (v) obligations to pay dividends on Capital Stock that have been established therefor;declared; provided that such declaration was in compliance with Section 4.2(b), (dvi) [Reservedreserved];, (evii) Debt associated with bonds (other than Subordinated Debt) owed to the Company or surety by a Subsidiary of the Company to another Subsidiary thereof, (viii) Debt in respect of workers’ compensation claims, severance payments, payment obligations pursuant to Governmental Requirements in connection with the operation health or other types of any Pipeline Properties;social security benefits, and unemployment or other insurance or self-insurance obligations, (fix) Contingent Liabilities with respect to any Debt of the Company or any of its Subsidiaries that is otherwise permitted by this Section 4.2(a), (x) Debt under Hedging Agreements of the Company or any Subsidiary incurred on or after the Issuance Date not otherwise permitted under Section 9.07; (g) Intercompany Debt, provided, that in an aggregate principal amount at any such Intercompany Debt is time outstanding not to exceed the greater of (i) if U.S.$30,000,000 (or the equivalent in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, other currencies) and (ii) in the case 5% of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor)Intangible Assets, subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent;and (hxi) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior so long as no Default or subordinated unsecured note offering provided that (i) no Event of Unmatured Default has occurred and is continuing and no Default Payment is required to be paid at the time of the incurrence or would occur other increase thereof (including each funding received thereunder by the Company or, with respect to Contingent Liabilities of the Company, any other Person), additional Debt of the Company (but not any of its Subsidiaries) so long as, at the time of such incurrence/increase and immediately after giving effect to such Debt and the application of any proceeds therefrom: (A) the Total Debt to EBITDA Ratio is not greater than 3:1x, (B) the EBITDA to Total Interest Expense Ratio is not less than 4.5:1x, and (C) the EBITDA to Total Debt Service Ratio is not less than 1.5:1x in each case as certified in an Officer’s Certificate to the Indenture Trustee by the Company at or within five Business Days before such incurrence or other increase. For the purpose of any such calculation: (v) such shall be calculated using IFRS (including, for any Debt in a currency other than pesos, as would be required by IFRS to be converted into pesos for purposes of preparing a Financial Statement), (w) the amount of Debt issued (or otherwise raised) at a price that is less than the principal amount thereof shall be considered to be equal to the principal amount thereof, (x) such additional Debt (including Contingent Liabilities) shall be included in the calculation of the Total Debt, (y) the EBITDA, Total Interest Expense and Total Debt Service shall be calculated as if such additional Debt had been in effect during the entirety of the applicable period with an interest rate (and/or other expense) equal to: (aa) for Debt with a fixed interest rate (and/or other expense), such fixed interest rate (and/or other expense), and (bb) otherwise, an interest rate (and/or other expense) equal to the highest non-default interest rate (and/or other expense) that may be charged or otherwise payable with respect to such additional Debt (with any “floating” component of such interest rate (and/or expense), such as the London Interbank Offering Rate (LIBOR), being considered to be twice such rate (and/or expense) in effect at the date of determination), and (z) with respect to Contingent Liabilities, the EBITDA, Total Interest Expense and Total Debt Service will be calculated as if such Contingent Liability were a direct obligation of the Company (or its applicable Subsidiary) and interest (and/or other expenses) payable with respect thereto were paid by the Company (or its applicable Subsidiary) directly. In the event that Debt meets the criteria of more than one of the types of Debt described in Section 4.2(a), the Company, in its sole discretion, will be permitted to classify such item of Debt on the date of its incurrence, (ii) after giving effect and shall only be required to include the incurrence amount and type of such Debt on a pro forma basis, in one of such clauses although the Borrower shall be Company may divide and classify an item of Debt in compliance with all covenants set forth in Sections 9.13 and 9.14 as one or more of the most recently ended fiscal quarter types of the Borrower , (iii) Debt and may later re-divide or reclassify all or a portion of such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees item of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection any manner that complies with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregatethis covenant.

Debt. None of the Neither Parent nor any Co-Borrower or any of its Consolidated Subsidiaries will shall create, incur, permit to exist, or commit to create or assume incur any (a) Debt used to fund wet borrowings other than Wet Borrowings under this agreement, (b) any mortgage loan repurchase agreements except in connection with any Permitted Debt, except:whose description specifically allows for mortgage loan repurchase agreements, or (c) any other Debt except the following (collectively, the "Permitted Debt"): (a) the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other ObligationsThe Obligation; (b) Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereofObligations to pay Taxes; (c) Liabilities for accounts payable (for the deferred purchase price of Property payable, non-capitalized equipment or services) from time to time incurred in the ordinary course of business whichoperating leases, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) and similar liabilities if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the each case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (ld) Accrued expenses, deferred credits, and loss contingencies that are properly classified as liabilities under GAAP; (e) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition any Company under agreements providing for indemnificationany swap, the adjustment of the purchase price collar, floor, cap, or other similar adjustmentscontract entered into by such Company with any Lender or an Affiliate of any Lender or another Person under the Governmental Requirements of a jurisdiction in which such contracts are legal and enforceable (except as enforceability may be limited by applicable Debtor Laws and general principles of equity), which is intended to reduce or eliminate the risk of fluctuations in interest rates applicable to Borrowings or any Company's portfolio and/or pipeline of loans and leases under this or any other agreement entered into by such Company; (mf) Liabilities for capital leases and similar liabilities of up to $2,000,000, in each case incurred in the ordinary course of business; (g) Debt in respect an aggregate principal amount of netting services, overdraft protections and similar up to $150,000,000 under one or more warehouse financing agreements so long as the lenders or their agents under each of those arrangements in each case in connection with cash management enter into intercreditor arrangements reasonably acceptable to Administrative Agent to the extent those financing arrangements extend to Business-Purpose Loans or deposit accounts;Mortgage Loans that would be deemed supported Wet Borrowings if financed under this agreement. (nh) Debt incurred by the Borrower in an aggregate principal amount of up to $20,000,000 under one or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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 incurrencemore lease financing agreements; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregate.

Debt. None of the The Borrower or will not, and will not permit any of its Consolidated Subsidiaries will Subsidiary to, incur, create create, assume or assume suffer to exist any Debt, except: (a) the Notes or other Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other ObligationsObligations arising under the Loan Documents; (b) Debt of the Borrower disclosed and its Subsidiaries existing on the Effective Date that is reflected in the Financial Statements and described on Schedule 9.01, and any renewals or extensions (but not increases) thereof9.02; (c) accounts payable (for and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services) , from time to time incurred in the ordinary course of business which, if which are not greater than 90 ninety (90) days past the date of invoice or billing date, which are being contested in good faith by appropriate proceedings if action and for which adequate reserves adequate under GAAP shall have been established thereformaintained in accordance with GAAP; (d) [Reserved]Debt under Capital Leases or nonrecourse purchase money Debt in respect of equipment purchases not to exceed $10,000,000 at any time; (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations pursuant to required by Governmental Requirements or third parties in connection with the operation of any Pipeline the Oil and Gas Properties; (f) intercompany Debt under Hedging Agreements between (i) the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted under by Sections 9.05(g), (q) or (s) or (ii) Unrestricted Subsidiaries or Debt owing to the Borrower and/or any Restricted Subsidiaries by Unrestricted Subsidiaries, when combined with Investments permitted by Section 9.079.05(p) in Unrestricted Subsidiaries, not to exceed $2,000,000 in the aggregate at any time outstanding; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess endorsements of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation negotiable instruments for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred collection in the ordinary course of business; (lh) Debt arising under take-or-pay agreements or gas balancing agreements which do not give rise to liability in the aggregate on a consolidated basis for the Borrower in excess of $2,000,000 at any one time outstanding; (i) Debt incurred by in the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment ordinary course of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case Borrower’s business in connection with cash management or deposit accountsSwap Agreements provided they are permitted under ‎Section 9.18 of this Agreement; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregate.

Debt. None of Neither the Borrower or Company nor any of its Consolidated Subsidiaries Material Subsidiary will create, incur, create assume or assume permit to exist any Debt, except: (ai) Debt created under the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other ObligationsLoan Documents; (bii) Debt existing or committed on the date hereof and listed in Schedule 5.09 hereto or specifically identified as relating to Schedule 5.09 hereto in the Disclosure Materials and extensions, renewals, replacements 21 and refinancings of any such Debt that do not increase the outstanding principal or committed amount thereof; (iii) Debt of the Borrower disclosed in Schedule 9.01, Company to any Subsidiary and Debt of any renewals Material Subsidiary to the Company or extensions (but not increases) thereofany other Subsidiary; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (hiv) Debt of the Borrower Company or any Subsidiary to NNC or any Subsidiary of NNC (other than the Company and its Subsidiaries), provided that such Debt is not secured by any assets of the Company or any of its Subsidiaries and is subordinate in right of payment to the General Partner to enable the General Partner to pay general Notes on terms and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) conditions no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect less favorable to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive Banks than those set forth in this AgreementExhibit H hereto; (jv) unsecured guarantees Guarantees by the Company of Debt of any Material Subsidiary obligations or of NNC or any Subsidiary of NNC (other than obligations for borrowed moneythe Company and its Subsidiaries) and Guarantees by any Material Subsidiary of Debt of the Company or any other Material Subsidiary; provided that Guarantees by the Company of Debt of NNC or any Subsidiary of NNC (other than the Company and its Subsidiaries) shall be subject to Section 5.12(j); (kvi) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred Company or any Material Subsidiary as an account party in respect of trade or performance letters of credit issued to support obligations entered into in the ordinary course of business; (lvii) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price Company or other similar adjustmentsany Material Subsidiary secured by accounts receivable, or rights in respect thereof or incurred pursuant to any receivables securitization (including, if applicable, any net investment amounts); provided that the aggregate principal amount thereof outstanding, together with the aggregate amount of outstanding accounts receivable or rights in respect thereof that have been transferred, sold or disposed of, shall not at any time exceed $750,000,000; (mviii) Debt Guarantees in respect of netting services, overdraft protections vendor financings and similar arrangements related securitizations entered into in each case in connection with cash management or deposit accountsthe ordinary course of business; (nix) obligations under "take-or-pay" or minimum purchase contracts existing on the Amendment No. 2 Effective Date and disclosed in the Disclosure Materials, to the extent constituting Guarantees of Debt incurred by of the other parties; (x) other unsecured Debt of the Company and the Borrower or in an aggregate principal amount not exceeding $1,000,000,000, less the amount of Guarantees permitted pursuant to clause (viii) above, at any time outstanding; (xi) other secured Debt of its Consolidated Subsidiaries constituting reimbursement the Company and the Borrower and Debt of any other Material Subsidiary in an aggregate principal amount which, when added to the aggregate market value of collateral securing obligations with respect under Hedging Agreements pursuant to letters of creditSection 5.10(vi), bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligationsdoes not exceed $500,000,000; provided that upon the drawing aggregate outstanding principal amount of such letters of credit or the incurrence of such Debt, such obligations are reimbursed within 30 days following such drawing or incurrence; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed Material Subsidiaries permitted by such Consolidated Subsidiary in connection with this clause shall not exceed $217,000,000 at any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisitiontime; and (pxii) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in permitted hereunder, the aggregateissuance of which constitutes a Capital Markets Event.

Debt. None The Borrower shall not, either directly or indirectly, create, assume, incur or have outstanding any Debt (including purchase money indebtedness), or become liable, whether as endorser, guarantor, surety or otherwise, for any debt or obligation of the Borrower or any of its Consolidated Subsidiaries will incur, create or assume any Debtother Person, except: (a) the Notes or Obligations under this Agreement and the other Obligations or any guaranty of or suretyship arrangement for the Notes or other ObligationsLoan Documents; (b) Debt obligations of the Borrower disclosed in Schedule 9.01for Taxes, and any renewals assessments, municipal or extensions (but not increases) thereofother governmental charges; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrencefor accounts payable, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries money borrowed, incurred in the ordinary course of business; (ld) Bank Product Obligations under a Hedging Agreement incurred in favor of the Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 9.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) Debt of the Borrower evidenced by Capitalized Lease Obligations and purchase money Debt [(including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) in connection with the acquisition, construction, installation, repair, replacement or improvement of fixed or capital assets; provided that in no event shall the aggregate principal amount of all such Debt incurred or assumed in each case after the date hereof pursuant to this clause (g) exceed $1,000,000.00 (measured at the time of incurrence) at any one time outstanding; (g) intercompany loans; (h) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under arising from agreements providing for indemnificationindemnification or from guaranties or letters of credit, surety bonds or performance bonds securing the adjustment performance of the purchase price Borrower pursuant to such agreements, in connection with Dispositions of any business or other similar adjustmentsassets permitted by this Agreement; (mi) Debt of the Borrower which may be deemed to exist pursuant to any guaranties not in respect of borrowed money, performance, surety, statutory or appeal bonds or similar obligations incurred in the ordinary course of business; (j) Debt of the Borrower in respect of cash management agreements, netting services, overdraft protections and similar arrangements in each case otherwise in connection with cash management or deposit accounts;; or (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (pk) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 consisting of insurance premium financing in the aggregateordinary course of business.

Debt. None of the Borrower or No Credit Party shall, nor shall it permit any of its Consolidated Subsidiaries will to, create, assume, incur, create suffer to exist, or assume in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligations; (b) intercompany Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business whichowed by any Credit Party to any other Credit Party; provided that (i) if such Debt is secured by Liens, such Debt and any Liens securing such Debt are subordinated to the Secured Obligations and the Liens securing the Secured Obligations on terms and conditions and pursuant to documentation acceptable to the Administrative Agent in its sole discretion and (ii), if greater applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt in the form of accounts payable to trade creditors (including reimbursements made to Hi-Crush Services LLC or other Persons in accordance with the Partnership Agreement) for goods or services and current operating liabilities (other than for borrowed money) which in each case are not more than 90 days past due, in each case incurred in the invoice or billing dateordinary course of business, are being as presently conducted, unless contested in good faith by appropriate proceedings if and adequate reserves adequate under GAAP shall for such items have been established thereformade in accordance with GAAP; (d) [Reserved]purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $25,000,000 at any time; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline PropertiesHedging Arrangements permitted under Section 6.15; (f) Debt under Hedging Agreements permitted under Section 9.07arising from the endorsement of instruments for collection in the ordinary course of business; (g) Intercompany Debt, provided, Debt arising from the financing of insurance premiums of any Credit Party in an aggregate amount not to exceed $5,000,000 incurred to defer the cost of such insurance for the underlying term of such insurance policy; (h) unsecured subordinated Debt and any Permitted Refinancing thereof; provided that any such Intercompany Debt is (i) if in excess of $5,000,000the scheduled maturity date thereof is not earlier than 91 days after the Scheduled Maturity Date, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case holders of such Debt shall have entered into a Subordination Agreement, (iii) any Intercompany agreement governing such Debt owing to an Obligor from shall include representations, warranties, covenants and events of default, taken as a Consolidated Subsidiary (other than an Obligor)whole, subordinated no less favorable to the Obligations upon Borrower in any material respect than this Agreement and (iv) the terms and conditions provisions of such Debt shall otherwise be reasonably satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior under performance, stay, appeal and surety bonds or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth workers’ compensation or other like employee benefit claims, in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries each case incurred in the ordinary course of business; (j) Debt assumed in connection with any Permitted Investment or Acquisition and not incurred in contemplation thereof in an aggregate principal amount not exceeding $2,000,000 at any time, and any Permitted Refinancing thereof; (k) Debt owed to the seller of any property acquired in an Investment permitted under Section 6.3(k) or (l) or an Acquisition permitted under Section 6.4 on an unsecured subordinated basis, which subordination agreement shall be on terms substantially similar to the Subordination Agreement or otherwise satisfactory to the Administrative Agent in its sole discretion; provided that the terms and provisions of such Debt shall be reasonably satisfactory to the Administrative Agent; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition Investment permitted under Section 6.3(k) or Disposition (l), an Acquisition permitted under Section 6.4 or a disposition of assets permitted under Section 6.8(j), in each case, pursuant to reasonable and customary agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) guarantees of Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accountsany Credit Party permitted under this Section 6.1; (n) Debt incurred arising from royalty agreements on customary terms entered into by the Borrower or any and its Subsidiaries in the ordinary course of its Consolidated Subsidiaries constituting reimbursement obligations business in connection with respect to letters the purchase of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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 incurrenceSand Reserves; (o) non-recourse the Term B Debt under the Term B Credit Documents; provided that (i) the aggregate principal amount thereof outstanding at any time does not exceed $325,000,000 minus the aggregate amount of a Consolidated Subsidiary of Term B Debt repaid or prepaid under the Borrower assumed by Term B Credit Agreement; and (ii) such Consolidated Subsidiary in connection with any acquisition pursuant Term B Debt is subject to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; andIntercreditor Agreement; (p) Debt existing on the date hereof and set forth on Schedule 6.1; (q) a guarantee by the Borrower of the Borrower not otherwise described under subparagraphs (a) through (o) above Banking Services Obligations owing by Hi-Crush Services to a Banking Services Provider in an aggregate amount not to exceed $50,000,000 in 5,000,000 and so long as the aggregateEquity Interests of Hi-Crush Services is 100% directly or indirectly owned by the Permitted Holders; and (r) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any time.

Debt. None of Other than, with respect to the Borrower Property Owners, the “Permitted Indebtedness” (as such term is defined in the Senior Loan Agreement as in effect on the Closing Date) Borrowers shall take such actions as shall be necessary to prevent any Property Owner or any of its Consolidated Subsidiaries will incurOperating Lessee from, create and Borrowers shall not, as applicable, create, incur or assume any Debt, except: (a) the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligations; (b) Debt of the Borrower disclosed in Schedule 9.01, and any renewals following: (i) indebtedness for borrowed money or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and ; (ii) in the case of any Intercompany Debt owing to an Obligor from indebtedness evidenced by a Consolidated Subsidiary (other than an Obligor)note, subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior bond, debenture or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , similar instrument; (iii) any letter or letters of credit issued for the account of a Borrower or a Property Owner or Operating Lessee to the extent there are unreimbursed amounts drawn thereunder; (iv) indebtedness secured by a Lien on any property owned by any Borrower or any Property Owner or Operating Lessee (whether or not such Debt indebtedness has a maturity date at least one year beyond the Termination Date been assumed) except obligations for impositions which are not yet due and payable; (v) any obligation of any Borrower or any Property Owner or Operating Lessee directly or indirectly guaranteeing any indebtedness or other obligation of any other Person in any manner; (vi) any payment obligations of any Borrower or any Property Owner or Operating Lessee under any interest rate protection agreement (including, without limitation, any interest rate swaps, caps, floors, collars or similar agreements) and similar agreements (except with respect to the Term Interest Rate Cap Agreement or any replacement thereof (and the “Interest Rate Cap Agreement” as defined in the Senior Loan Facility and (iv) the documentation for Agreement or any replacement thereof), which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than replacements) each Borrower represents have been satisfied in full by a one-time payment made on or prior to the date hereof); or (vii) any contractual indemnity obligations for borrowed money); of any Borrower or any Property Owner or Operating Lessee other than as set forth in (kA) Debt representing deferred compensation the Property Management Agreements or (B) any other normal and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred customary agreements entered into in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregate.

Debt. None of the Borrower or any of its Consolidated Subsidiaries will No Loan Party shall create, assume, incur, create or assume in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the "Permitted Debt, except:"): (a) the Notes or other DIP Obligations or any guaranty of or suretyship arrangement for and the Notes or other Prepetition Secured Obligations; (b) unsecured intercompany Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate DIP Obligations and is also permitted under GAAP shall have been established thereforSection 6.3; (d) [Reserved]; (ec) Debt associated with of any Restricted Subsidiary consisting of sureties or bonds provided to any Governmental Authority or surety obligations pursuant to Governmental Requirements other 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 Pipeline PropertiesRestricted Subsidiary in existence on the Effective Date in an aggregate principal amount not to exceed $5,000,000; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) on or after the Effective Date; (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 Restricted 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; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is incurred in the possession form of (A) accounts payable to trade creditors for goods or services (B) 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 Administrative AgentLoan Parties for goods or services, and (iiC) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary current operating liabilities (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries , which in each case is incurred in the ordinary course of business; (lg) Debt incurred by under the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, Permitted Notes outstanding on the adjustment of the purchase price or other similar adjustmentsEffective Date and listed on Schedule 6.1(g); (mh) endorsements of negotiable instruments for collection in the ordinary course of business; (i) Debt in respect of netting services, overdraft protections owing to insurance providers and similar arrangements in each case arising in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any financing of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of creditinsurance premium payments, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided that upon the drawing aggregate amount of such letters of credit or the incurrence of such Debt, such obligations are reimbursed within 30 days following such drawing or incurrence; Debt under this clause (oi) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least shall not exceed $500,000 in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisitionaggregate; and (pj) Debt of the Borrower not otherwise described permitted under subparagraphs (a) through (o) above the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not to exceed $50,000,000 in the aggregate1,000,000 at any time.

Debt. None of the Borrower Contract, create, incur, assume or suffer to exist any Debt, or permit any of its Consolidated Subsidiaries will to contract, create, incur, create assume or assume suffer to exist any Debt, except: except for (ai) Debt under this Agreement and the other Loan Documents; (ii)(A) Surviving Debt, Debt and leases (including any operating leases recharacterized as capital leases) outstanding on the Effective Date that are in each case permitted under the Existing DIP Agreement as in effect immediately prior to the Effective Date (as modified by amendments, modifications or waivers thereto (other than those that in the reasonable judgment of the Administrative Agent are adverse to the interests of the Lenders in more than a de minimis respect)) and (in the case of the Loan Parties) contemplated under (and remaining outstanding on the Effective Date in accordance with) the Plan and/or the Disclosure Statement (such Debt and leases, together with Surviving Debt, the "Effective Date Debt"), Debt under the Term Facility in an aggregate principal amount not to exceed $420,000,000 at any time outstanding, and Debt under the Senior Notes in an aggregate principal amount not to exceed $455,000,000 at any time outstanding, and (B) any Permitted Refinancing Debt refunding, replacing or other Obligations refinancing, in whole or in part, any Effective Date Debt or any guaranty such Debt under the Term Facility or the Senior Notes; provided that the terms of any such extending, refunding, replacing or suretyship arrangement for refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Notes Loan Documents and such refunding or other Obligations; refinancing complies with Section 5.02(j); (biii) Debt arising from Investments among the Company and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate principal amount not in excess of $50,000,000 (or the Borrower disclosed foreign currency equivalent) at any time outstanding; (vii) Debt constituting mortgage financing, purchase money debt and Capitalized Lease obligations (not otherwise included in Schedule 9.01, and subclause (ii) above) in an aggregate amount outstanding at any renewals or extensions time not in excess of $30,000,000; (but not increasesviii) thereof; (cA) accounts payable (for the deferred purchase price Debt in respect of Property or services) from time to time incurred Hedge Agreements entered into in the ordinary course of business whichto protect against fluctuations in interest rates, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; foreign exchange rates and commodity prices and (d) [Reserved]; (eB) Debt associated with outstanding under Cash Management Agreements; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or surety similar obligations or guarantees or letters of credit, in each case incurred in connection with any judgment not constituting an Event of Default or arising from agreements providing for indemnification, adjustment of purchase price, earn-outs or similar obligations, surety, performance, bid or appeal bonds and other similar types of performance and completion guarantees securing any obligations of the Company or any Subsidiary pursuant to Governmental Requirements such agreements, in any case incurred or assumed in connection with the operation disposition or acquisition of any Pipeline Properties; business, assets or Equity Interests held by a Subsidiary (fother than guarantees of Debt incurred by any Person acquiring all or any portion of such business, assets or Equity Interests held by a Subsidiary for the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds actually received by the Company or any Subsidiary in connection with such disposition; (x) Debt of Foreign Subsidiaries arising under any Foreign Asset Based Financing, in an aggregate principal amount for all such Foreign Asset Based Financings not to exceed $250,000,000 (or the foreign currency equivalent) at any time outstanding; (xi) Debt not otherwise permitted hereunder in an aggregate principal amount not to exceed $25,000,000 at any time outstanding; (xii) Debt under Hedging Specified Credit Agreements permitted under Section 9.07; not in excess of $25,000,000 at any one time outstanding; (gxiii) Intercompany Permitted Acquired Debt and Permitted Refinancing Debt refunding, replacing or refinancing, in whole or in part, such Permitted Acquired Debt, provided, that the aggregate amount of Debt under this clause (xiii) shall not exceed $100,000,000 at any such Intercompany time outstanding; (xiv) Debt is (i) if incurred on behalf of Joint Ventures of the Company or any Subsidiary not to exceed, at any one time outstanding, together with any Guarantee Obligations incurred in excess reliance on Section 5.02(c)(vii), the greater of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure 50,000,000 and 2.0% of Consolidated Net Tangible Assets (as measured at the Obligations and is in the possession time of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt); (xv) Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as constituting guarantees permitted under Section 5.02(c)(vi); (xvi) an aggregate of the most recently ended fiscal quarter up to $25,000,000 of the Borrower , (iii) such Debt has a maturity date at least any one year beyond the Termination Date time outstanding constituting obligations with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees letters of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred credit issued, or surety bonds incurred, in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment including letters of the purchase price or other similar adjustments; (m) Debt credit in respect of netting servicesworkers’ compensation claims, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) other Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers reimbursement obligations regarding workers’ compensation claims, health, disability or other employee benefits to employees or former employees or their families or property, casualty or liability insurance or self-insurance or similar requirements, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other Indebtedness permits or licenses from governmental authorities, or other Debt with respect to similar reimbursement reimbursement-type obligationsobligations regarding workers’ compensation claims; provided that that, upon the drawing of such letters of credit or the incurrence of such Debt, such obligations are reimbursed within 30 days Business Days following such drawing or incurrence; ; (oxvii) nonDebt arising in connection with endorsement of instruments for deposit in the ordinary course of business; (xviii) Debt consisting of take-recourse Debt or-pay obligations contained in supply agreements relating to products, services or commodities of a Consolidated type that the Company or any of its Subsidiaries uses or sells in the ordinary course of business; (xix) Debt consisting of the financing of insurance premiums; (xx) Debt consisting of guarantees incurred in the ordinary course of business under repurchase agreements or similar agreements in connection with the financing of sales of goods in the ordinary course of business; (xxi) customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (xxii) Debt issued by the Company or a Subsidiary of the Borrower assumed by such Consolidated Subsidiary Company to future, current or former employees, directors and consultants thereof, or their respective estates, spouses or former spouses, in connection with any acquisition pursuant each case to finance the purchase or redemption of Equity Interests of the Company to the extent described in Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto5.02(e)(iii); provided, however, that and (xxiii) Debt not in excess of $60,000,000 at any time outstanding of Foreign Subsidiaries and/or Joint Ventures to the extent such Debt exists at the time is supported by one or more Letters of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregateCredit.

Debt. None Borrower shall not, and shall not permit any of its Subsidiaries to, create or suffer to exist any Debt, other than: (i) Debt owed to the Borrower Lender; (ii) Capital Leases and Debt incurred to finance the acquisition, construction or improvement of any equipment or capital assets; (iii) obligations (contingent or otherwise) existing or arising under any Hedge Agreement, provided that if such obligations are not with the Lender or any of its Consolidated Subsidiaries will incurAffiliates, create (x) such obligations are (or assume any Debt, except: (awere) entered into by such Loan Party in the Notes or other Obligations or any guaranty ordinary course of or suretyship arrangement business for the Notes purpose of directly mitigating risks associated with fluctuations in interest rates or other Obligationsforeign exchange rates and (y) such Hedge Agreement does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (biv) to the extent constituting Debt, investments permitted under Section 6.02(e), including intercompany Debt of the Borrower disclosed in Schedule 9.01, and the Subsidiaries to the extent permitted by Section 6.02(e); provided that any renewals or extensions (but such Debt that is owed by a Loan Party to a Subsidiary that is not increases) thereofa Loan Party is subordinated to the Obligations on the terms satisfactory to the Lender; (cv) accounts payable (for Cash Management Obligations, provided that if such Cash Management Obligations are not with the deferred purchase price Lender or any of Property or services) from time its Affiliates, to time the extent incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith a manner not prohibited by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (jvi) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money)Debt existing on the Closing Date and set forth on Schedule 6.02(b) to the Disclosure Letter, together with any Permitted Refinancing; (kvii) Debt representing deferred assumed in connection with a Permitted Acquisition, so long as such Debt (A) does not exceed $10,000,000 in the aggregate at any time outstanding and (B) was not incurred in contemplation of such Permitted Acquisition; (viii) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers’ compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries claims, in each case incurred in the ordinary course of business; (lix) Guaranties with respect to Debt incurred permitted by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustmentsthis Section; (mx) Debt in respect of netting services, overdraft protections and similar arrangements letters of credit or bankers’ acceptances supporting facility leases in each case in connection with cash management an aggregate principal or deposit accountsface amount not exceeding $5,000,000 at any time; (nxi) Debt incurred secured by Liens permitted by Sections 6.02(a)(iii), (iv), (vii), (viii), (x), (xi), and (xiii); (xii) Debt of the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters arising from the honoring by a bank or other financial institution of credita check, bank guarantees draft or similar instruments issued instrument inadvertently drawn by the Borrower or such Subsidiary in the ordinary course of business against insufficient funds; (xiii) Debt in the form of earn-outs in respect of workers compensation claimsany Permitted Acquisition or any other investments permitted by Section 6.02(e) and Debt which may be deemed to exist in connection with agreements providing for indemnification, healthpurchase price adjustments and similar obligations or guarantees, disability in each case incurred or other employee benefits assumed in connection with the acquisition or propertydisposition of any assets permitted by this Agreement; (xiv) Debt owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company in the ordinary course of business; (xv) unsecured Debt, casualty or liability insurance or self-insurance or other Indebtedness with respect including Convertible Debt Securities of the Borrower, not otherwise permitted pursuant to similar reimbursement type obligations; this Section, provided that upon the drawing of such letters of credit or that, in each case, (A) immediately after giving effect to the incurrence of such Debt, such obligations are reimbursed within 30 days following such drawing or incurrence; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary shall be in connection compliance with any acquisition pursuant to the financial covenants set forth in Section 9.03(i6.03, on a pro forma basis, (B) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that the final maturity of such Debt exists shall not be prior to the date that is one-hundred eighty (180) days after the Maturity Date, (C) such Debt will not have mandatory prepayment, amortization, redemption, sinking fund or similar prepayments (other than asset sale, casualty, condemnation, nationalization or extraordinary receipts events, change of control, fundamental change, make-whole fundamental change or similar event risk provisions providing for mandatory offers to repurchase customary for debt securities, and, for the avoidance of doubt, any Net Share Settlement provisions) prior to the date that is one-hundred eighty (180) days after the Maturity Date at the time of the issuance of such acquisition at least Debt, (D) such Debt is not guaranteed by any Subsidiary that has not guaranteed the Obligations, (E) the covenants, events of default and other terms of such Debt, taken as a whole, are not more restrictive on Borrower and its Subsidiaries than the terms of the Loan Documents, taken as a whole (as determined in good faith by ▇▇▇▇▇▇▇▇, it being understood that (1) customary repurchase or redemption obligations described in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and parenthetical to clause (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (oC) above and (2) customary additional interest provisions for failure to file required reports or additional interest in lieu of customary events of default, in each case shall not to exceed $50,000,000 in be more restrictive), and (F) no Event of Default shall have occurred and be continuing or result from the aggregate.incurrence of such Debt;

Debt. None of the Borrower or any of its Consolidated Subsidiaries will Create, incur, create assume or assume suffer to exist any Debt, except: (a) the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other The Obligations; (b) Debt described in Schedule 6.10, and any renewals, extensions or refinancings thereof provided, that such renewals, extensions or refinancings are on terms no less favorable to the Borrower or the relevant Subsidiary of the Borrower disclosed than the original terms of such Debt; provided, however, that neither the Borrower nor its Subsidiaries shall cause or permit any letter of credit or other financial accommodation to be issued for its account on or after December 1, 1997, under either of the credit facilities described in Items 10 and 11 of Schedule 9.01, and any renewals or extensions (but not increases) thereof6.10; (c) accounts payable Subordinated Debt; (d) Debt incurred in connection with operating leases entered into by the Borrower or its Subsidiaries, or any of them, consistent with past practice or in the ordinary course of business; (e) Debt of the Borrower or its Subsidiaries, or any of them, secured by Permitted Liens; (f) Current liabilities in respect of taxes, assessments and governmental charges and levies incurred, or claims for the deferred purchase price of Property labor, materials, inventory, services, supplies and rentals incurred, or services) from time to time for goods or services purchased, incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07business; (g) Intercompany DebtCapital Leases, provided, provided that the aggregate initial present value of such Capital Leases does not exceed $1,000,000 in any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agentfiscal year; (h) Debt of the Borrower to the General Partner any Subsidiary, or of any Subsidiary to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practicesor any other Subsidiary; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrencePermitted Assumed Acquisition Debt, (ii) after giving effect to the incurrence of but only so long as such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement;remains Permitted Assumed Acquisition Debt; and (j) Additional unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred not contemplated by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs clauses (a) through (oi) above above, so long as such Debt shall not to exceed $50,000,000 5,000,000 in the aggregateaggregate for the Borrower and all Subsidiaries at any one time outstanding.

Debt. None of the Borrower or No Credit Party shall, nor shall it permit any of its Consolidated Subsidiaries will to, create, assume, incur, create suffer to exist, or assume in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligations; (b) intercompany Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business whichowed by any Credit Party to any other Credit Party; provided that (i) if such Debt is secured by Liens, such Debt and any Liens securing such Debt are subordinated to the Secured Obligations and the Liens securing the Secured Obligations on terms and conditions and pursuant to documentation acceptable to the Administrative Agent in its sole discretion and (ii), if greater applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt in the form of accounts payable to trade creditors (including reimbursements made to Hi-Crush Services LLC or other Persons in accordance with the Partnership Agreement) for goods or services and current operating liabilities (other than for borrowed money) which in each case are not more than 90 days past due, in each case incurred in the invoice or billing dateordinary course of business, are being as presently conducted, unless contested in good faith by appropriate proceedings if and adequate reserves adequate under GAAP shall for such items have been established thereformade in accordance with GAAP; (d) [Reserved]purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $25,000,000 at any time; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline PropertiesHedging Arrangements permitted under Section 6.15; (f) Debt under Hedging Agreements permitted under Section 9.07arising from the endorsement of instruments for collection in the ordinary course of business; (g) Intercompany DebtDebt arising from the financing of insurance premiums of any Credit Party in an aggregate amount not to exceed $5,000,000 incurred to defer the cost of such insurance for the underlying term of such insurance policy; (h) the Senior Notes, provided, unsecured subordinated Debt and any Permitted Refinancing thereof; provided that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany such unsecured subordinated Debt owing to an Obligor from and any Permitted Refinancing thereof (i) the scheduled maturity date thereof is not earlier than 91 days after the Scheduled Maturity Date, (ii) the holders of such Debt shall have entered into a Consolidated Subsidiary Subordination Agreement, (other than an Obligor)iii) any agreement governing such Debt shall include representations, subordinated warranties, covenants and events of default, taken as a whole, no less favorable to the Obligations upon Borrower in any material respect than this Agreement and (iv) the terms and conditions provisions of such Debt shall otherwise be reasonably satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior under performance, stay, appeal and surety bonds or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth workers’ compensation or other like employee benefit claims, in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries each case incurred in the ordinary course of business; (j) Debt assumed in connection with any Permitted Investment or Acquisition and not incurred in contemplation thereof in an aggregate principal amount not exceeding $2,000,000 at any time, and any Permitted Refinancing thereof; (k) Debt, the terms and provisions of which shall be satisfactory to the Administrative Agent, owed to the seller of any property acquired in an Investment permitted under Section 6.3(k) in connection with such Investment, or (1) or an Acquisition permitted under Section 6.4 in each case on an unsecured subordinated basis, which subordination agreement shall be on terms satisfactory to the Administrative Agent in its sole discretion; provided that the terms and provisions of such Debt shall be reasonably satisfactory to the Administrative Agent; (l) Debt not constituting debt for borrowed money incurred by the Borrower or its Consolidated Subsidiaries in an acquisition Investment permitted under Section 6.3(k) or Disposition (1), an Acquisition permitted under Section 6.4 or a disposition of assets permitted under Section 6.8(j), in each case, pursuant to reasonable and customary agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) guarantees of Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accountsany Credit Party permitted under this Section 6.1; (n) Debt incurred arising from royalty agreements on customary terms entered into by the Borrower or any and its Subsidiaries in the ordinary course of its Consolidated Subsidiaries constituting reimbursement obligations business in connection with respect to letters the purchase of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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 incurrenceSand Reserves; (o) non-recourse Debt of a Consolidated Subsidiary of existing on the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith date hereof and is not drawn down, created or increased in contemplation of or in connection with such acquisitionset forth on Schedule 6.1; and (p) unsecured Debt of the Borrower not otherwise described permitted under subparagraphs (a) through (o) above the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not to exceed $50,000,000 in the aggregate5,000,000 at any time.

Debt. None of the Borrower or Subordinated Debt in an aggregate outstanding principal amount not to exceed at any of its Consolidated Subsidiaries will incur, create or assume any Debt, except: time Five Million Dollars (a) the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligations; (b) Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; $5,000,000); (c) accounts payable Permitted Purchase Money Debt, so long as (for i) such Permitted Purchase Money Debt and the deferred purchase price associated Purchase Money Lien (if any) are incurred and granted, respectively, not more than ten (10) days after the acquisition of Property or servicesthe fixed asset that is the subject thereof and (ii) from time to time incurred in the ordinary course aggregate amount of business whichsuch Debt does not, if greater than 90 days past the invoice or billing dateat any one time, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; exceed $60,000,000; (d) [Reserved]; Funded Debt (other than the Obligations and Permitted Purchase Money Debt permitted under Section 9.1(c) hereof), to the extent outstanding on the Closing Date and listed on Schedule 9.1 (provided that individual obligations in an amount less than $2,000,000 are not required to be listed on such Schedule); (e) Guarantees by the Credit Parties or any Subsidiaries in respect of Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; otherwise permitted under this Section 9.1; (f) Debt under Hedging Agreements incurred or assumed in connection with Permitted Acquisitions and other permitted under Section 9.07; Investments consisting of the purchase of a business unit, line of business or a division of a Person or all or substantially all of the assets or all of the Equity Interests of another Person to the extent such Debt was not incurred in connection with, or in contemplation of, such Person’s becoming a Subsidiary or such Acquisition, not to exceed $25,000,000 in the aggregate at any time; provided, that to the extent such Debt is secured by a Lien on any Accounts or Inventory, such Lien shall be junior to the Lien of Administrative Agent and the Credit Parties shall segregate (and not commingle) any such Accounts or Inventory and proceeds thereof, in each case, pursuant to intercreditor arrangements reasonably satisfactory to Administrative Agent in consultation with the Company; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess arising from endorsements of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is Payment Items for collection or deposit in the possession Ordinary Course of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; Business; (h) Debt of Borrowers or any Subsidiary in connection with one or more standby or trade-related letters of credit, performance bonds, bid bonds, appeal bonds, wage bonds, bonds issued in favor of any Governmental Authority, bankers acceptances, insurance obligations, reclamation obligations, bank guarantees, surety bonds, completion guarantees or other similar bonds and obligations, including self-bonding arrangements, issued by Borrowers or a Subsidiary, in each case, in the Borrower Ordinary Course of Business or pursuant to self-insurance obligations and not in connection with the General Partner to enable borrowing of money or the General Partner to pay general and administrative costs and expenses obtaining of the Borrower in accordance with past practices; advances; (i) Debt consisting of the Borrower incurred customary indemnification obligations in favor of purchasers in connection with a senior or subordinated unsecured note offering Permitted Asset Dispositions; (j) Debt arising from Investments in Subsidiaries permitted by Section 9.4; (k) Intercompany Debt, provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to all such incurrence, Debt shall be unsecured Debt; (ii) after giving effect to the incurrence of all such Debt shall constitute Subordinated Debt, as and when incurred, without necessity of further action on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as part of the most recently ended fiscal quarter of the Borrower Administrative Agent or Borrower(s) obligated thereon or holding such Debt, (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and shall not be paid, in whole or in part, except as provided in clause (iv) below, unless and until all Obligations have been Paid in Full; (iv) such Debt may be paid (but unless approved by the documentation Required Lenders, or paid to Administrative Agent for which contains covenants applications to the Obligations, not prepaid) in accordance with its terms from time to time so long as no Default or Event of Default then exists and none would be caused by such payment being made; (v) shall be - 124 - deemed assigned to Administrative Agent as additional Collateral effective with the incurrence thereof without necessity of further action on the part of Administrative Agent or Borrower(s) obligated thereon or holding such Debt, and Administrative Agent at any time, following an Event of Default, shall have the right (but not the obligation) to enforce the payment and collection of such Debt and to require that such Debt be evidenced by one or more restrictive 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) shall not be assigned to any Person by the holder thereof, except to Administrative Agent as provided above, (vii) shall not be reduced or forgiven, or converted to equity, or be subordinated (except pursuant hereto) by any holder of such Debt and (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 its discretion, in respect of such Debt in such proceeding and to receive the entirety of any payments made thereon for application to the Obligations; (l) Permitted Refinancing Debt of Debt permitted under clauses (b), (c), (d), and (f) aboveand (t) of this Section or of Debt subsequently incurred under this clause (l); (m) Debt arising in connection with (i) the financing of insurance premiums so long as each insurance policy subject to such premium finance arrangement provides that it shall not be canceled or not renewed upon less than those set forth thirty (30) days’ (or ten (10) days’ in this Agreement; the case of non-payment) prior written notice thereof by the insurer to Administrative Agent or (jii) unsecured guarantees take-or-pay obligations contained in supply or other arrangements, in each case in the Ordinary Course of Subsidiary obligations Business; (other than obligations for borrowed money); (kn) Debt representing deferred compensation and other similar arrangements to officers, directors or employees of the Borrower and its Consolidated Subsidiaries any Credit Party issued or incurred in the ordinary course Ordinary Course of business; Business; (lo) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for consisting of unsecured indemnification, the adjustment of purchase price, Earn-Outs or similar deferred or contingent obligations, seller promissory notes and payment obligations in respect of non-competition agreements, in each case, incurred or assumed in connection with any Acquisition or Asset Disposition or disposition of any business or any Subsidiary to the purchase price extent permitted hereby; provided that any Earn-Out or other similar adjustments; seller promissory note in excess of $5,000,000 shall be subordinated in right of payment to the Obligations pursuant to a Subordination Agreement on terms acceptable to Administrative Agent; (mp) Debt in respect of netting servicesobligations under Swap Agreements incurred in the Ordinary Course of Business and not for speculative purposes; (q) Guarantees by Borrowers or any Subsidiaries of borrowings by current or former officers, overdraft protections and similar arrangements in each case managers, directors, employees or consultants in connection with cash management or deposit accounts; (n) Debt incurred the purchase of Equity Interests of Borrowers by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued such person in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above an aggregate principal amount not to exceed $50,000,000 1,000,000 any one time outstanding; (r) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the aggregate.Ordinary Course of Business; (s) any transaction permitted under Section 9.11; and - 125 -

Debt. None of Neither the Borrower or nor any of its Consolidated Subsidiaries will incur, create create, assume or assume suffer to exist any Debt, except: (a) the Notes or other Obligations Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Obligations;Indebtedness. (b) Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if which are not greater than 90 ninety (90) days past the date of invoice or billing date, delinquent or which are being contested in good faith by appropriate proceedings if action and for which adequate reserves adequate under GAAP shall have been established therefor;maintained in accordance with GAAP. (c) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of their Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (d) [Reserved];endorsements of negotiable instruments for collection in the ordinary course of business. (e) Debt (i) associated with bonds or surety obligations pursuant to required by Governmental Requirements in connection with the operation of any Pipeline Properties;Oil and Gas Properties in the ordinary course of business and (ii) comprised of guarantees of obligations of Subsidiaries under marketing agreements entered into in the ordinary course of business. (f) Debt under Hedging Agreements permitted under Section 9.07;Capital Leases not to exceed $25,000,000 in the aggregate at any one time. (g) Intercompany DebtFunded Debt and any guarantees thereof, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (ii)(A) at the time such Funded Debt is incurred, no Event of Default has occurred and is then continuing or and (B) no Default would occur after giving effect to result from the incurrence of such incurrence, (ii) Funded Debt after giving effect to the incurrence of such Funded Debt on a pro forma basis(and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) immediately after the incurrence of such Funded Debt, the Borrower Borrowing Base shall be adjusted Houston 3931255v.7 in compliance accordance with all covenants set forth Section 2.07(e) and the incurrence of such Funded Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower total Revolving Credit Exposure exceeding such adjusted Borrowing Base, (iii) such Funded Debt has a maturity date at least one year beyond does not have any scheduled amortization prior to four years after the Termination Date with respect to the Term Loan Facility and Maturity Date, (iv) such Funded Debt does not mature sooner than four years after the documentation Maturity Date, (v) such Funded Debt and any guarantees thereof are on market terms for which contains covenants no more restrictive than those set forth in this Agreement; issuers of similar size and credit quality given the then prevailing market conditions and (jvi) unsecured guarantees of Subsidiary obligations such Funded Debt does not have any mandatory prepayment or redemption provisions (other than obligations for borrowed money);customary change of control or asset sale tender offer provisions) which would require a mandatory prepayment or redemption in priority to the Indebtedness. (kh) other Debt representing deferred compensation and other similar arrangements not to employees of the Borrower and its Consolidated Subsidiaries incurred exceed $40,000,000 in the ordinary course of business;aggregate at any one time outstanding. (li) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, pursuant to the adjustment of the purchase price or other similar adjustments; (m) Senior Notes and any Permitted Refinancing Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts;thereof. (nj) Extensions, renewals or replacements of any Debt incurred by the Borrower or any (for purposes of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of creditthis paragraph (j), bank guarantees or similar instruments issued “refinancing debt”) permitted in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs clauses (a) through (oh) above so long as (i) the principal amount (or accreted value, if applicable) of such refinancing debt does not exceed the principal amount (or accreted value, if applicable) of the Debt extended, renewed or replaced (plus all accrued interest on the Debt and the amount of all expenses and premiums incurred in connection therewith), (ii) such refinancing debt has a final maturity date later than the final maturity date of the Debt being extended, renewed or replaced, (iii) if the Debt being extended, renewed or replaced is subordinated in right of payment to exceed $50,000,000 the obligations under this Agreement, such refinancing debt has a final maturity date equal to or later than the final maturity date of, and is subordinated in right of payment to, the obligations under this Agreement on terms at least as favorable to the Lenders as those contained in the aggregatedocumentation governing the Debt being extended, renewed or replaced, (iv) such refinancing debt is incurred either by the Borrower or by a Subsidiary who is the obligor on the Debt being extended, renewed or replaced, and (v) if incurred by the Borrower, such refinancing debt may be guaranteed by the Guarantors.

Debt. None of the Borrower or Not, and not permit any of its Consolidated Subsidiaries will other Loan Party to, create, incur, create assume or assume suffer to exist any Debt, except: (a) Obligations under this Agreement and the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other ObligationsLoan Documents; (b) Debt of any Guarantor owing to the Borrower disclosed Company or to any other Guarantor; provided that to the extent such Debt shall be evidenced by any note or instrument, upon the written request of the Administrative Agent, such instrument shall be a demand note in Schedule 9.01form and substance reasonably satisfactory to the Administrative Agent and delivered to the Administrative Agent pursuant to the Collateral Documents, and any renewals or extensions (but not increases) thereofthe obligations under such demand note shall be subordinated to the Obligations of the Company hereunder in a manner reasonably satisfactory to the Administrative Agent; (c) accounts payable Subordinated Debt, provided that (for A) immediately before and after (on a Pro Forma Basis acceptable to the deferred purchase price Administrative Agent and supported by such certificates required by the Administrative Agent) the incurrence of Property any such Subordinated Debt, no Unmatured Event of Default or servicesEvent of Default shall exist and the Company shall be in compliance on a Pro Forma Basis with all financial and other covenants contained herein as of the date of incurrence of such Subordinated Debt and (B) all agreements, documents and instruments relating to such Subordinated Debt shall have been delivered to and approved by the Administrative Agent and the Required Lenders prior to the incurrence of such Subordinated Debt; (d) Hedging Obligations; (e) Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased (and as such amount is reduced from time to time incurred time) and no modifications of the terms thereof which are less favorable to the Company or more restrictive on the Company in any material manner shall be permitted; (f) Contingent Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Permitted Acquisitions and purchasers in connection with dispositions permitted under Section 11.4; (g) Earnouts with respect to Permitted Acquisitions made by the Company; (h) trade accounts payable and accrued expenses arising in the ordinary course of business whichwhich are current or past due only in an amount which is not material in the aggregate for the Company and its Subsidiaries on a consolidated basis, if greater than 90 days past the invoice or billing date, which are being contested in good faith by appropriate proceedings if and for which adequate reserves adequate under GAAP shall have been established thereforare maintained on the books of the Company; (d) [Reserved]; (ei) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt which is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated non-recourse to the Obligations upon Company or its Subsidiaries, provided that the aggregate amount of such non-recourse Debt does not exceed $20,000,000 and such non-recourse terms and conditions satisfactory the other terms of such financing are reasonably acceptable to the Administrative Agent; (hj) Debt incurred to finance insurance premiums in the ordinary course of business consistent with past practices of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money)Company; (k) Debt of Subsidiaries and Joint Ventures which are not Guarantors owing to the Company or a Guarantor not exceeding at any time outstanding an aggregate amount equal to the book value of five percent (5%) of Total Assets; provided, that any such Debt shall reduce, dollar for dollar, the available transactions permitted by Section 11.10(p); (l) Debt represented by Facility Leases, Ordinary Course Equipment Leases and Facility Management Agreements; (m) Debt other than as described in clauses (a) through (l) above and (n) through (s) below not exceeding an aggregate amount equal to the book value of five percent (5%) of Total Assets, provided that not more than 50% of the Debt incurred or otherwise outstanding pursuant to this clause (m) may be secured by Permitted Liens; (n) intercompany Debt arising pursuant to Investments permitted under Section 11.10; (o) Debt arising from Ordinary Course Capital Leases; (p) Debt for bank overdrafts or returned items incurred in the ordinary course of business that are promptly repaid; (q) unsecured Debt owing to banks or other financial institutions under credit cards issued to officers and employees for, and constituting, business-related expenses in the ordinary course of business; provided, that, such Debt is extinguished within ninety (90) days after the incurrence thereof; (r) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries any Loan Party incurred in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (ps) Debt of obligations arising under indemnity agreements to title insurers to cause such title insurers to issue the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregateAdministrative Agent title insurance policies required hereunder.

Debt. None of the Borrower No Loan Party shall incur or any of its Consolidated Subsidiaries will incur, create or assume maintain any Debt, except: other than: (a) the Notes or other Obligations or (including Debt incurred pursuant to any guaranty Hedge Agreements so long as that the aggregate outstanding notional amount of or suretyship arrangement all Hedge Agreements shall not at any time exceed an amount equal to fifty-five percent (55%) of the Commitments (it being understood that, for purposes of this clause (a), in calculating the Notes or other Obligations; aggregate outstanding notional amount of Hedge Agreements, the notional amount of Hedge Agreements providing for swaps of floating interest rates for fixed interest rates shall be netted against the notional amount of Hedge Agreements providing for swaps of fixed interest rates for floating interest rates of similar tenors); (b) Debt described on Schedule 6.9; (c) Capital Leases of the Borrower disclosed in Schedule 9.01, Equipment and purchase money secured Debt incurred to purchase Equipment (or any renewals or extensions (but refinancing of such Debt on terms not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated materially less favorable to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (hLoan Parties) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect Liens securing the same attach only to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred applicable Equipment acquired by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided that upon the drawing of such letters of credit or the incurrence of such Debt, and (ii) the aggregate amount of such obligations Debt (including Capital Leases) outstanding does not exceed $3,000,000 at any time; (d) Debt evidencing a refunding, renewal or extension of the Debt described on Schedule 6.9; provided that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, and (iv) the terms of such refunding, renewal or extension are reimbursed within 30 days following not materially less favorable to the Loan Parties, the Agent, the Co-Agent or the Lenders than the original Debt; (e) the Senior Notes and any refinancings, refundings, renewals or extensions thereof; provided that any such drawing refinancing, refundings, renewals or incurrence; extensions do not increase the aggregate principal amount outstanding thereunder by more than $25,000,000 and do not shorten the maturity of any principal amount thereof, (of) the Intercompany Account so long as such Debt is subject to the Subordination Agreement and, provided that, from and after May 11, 2005, (i) no Borrower Party shall make any Investment in a Foreign Subsidiary and (ii) no Foreign Subsidiary shall make any Investment in another Foreign Subsidiary, (g) Debt in respect of swap agreements entered into for non-recourse speculative purposes related to hedging interest rates, currency values and commodities; (h) Debt arising by reason of a Consolidated Subsidiary of Guaranties by the Borrower Loan Parties permitted by Section 7.12(b); (i) Debt assumed by such Consolidated Subsidiary or acquired in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary Permitted Acquisition which Debt is acquired, existing prior thereto); provided, however, that such Debt exists at outstanding on the time date of such acquisition at least Permitted Acquisition and does not, individually or in the amounts assumed in connection therewith aggregate with respect to one or more Permitted Acquisitions, exceed $1,000,000; and is (j) Seller Subordinated Debt. The Parent shall not drawn down, created enter into any amendment or increased in contemplation of or in connection with such acquisition; and (p) Debt modification of the Borrower not otherwise described documents evidencing the Debt permitted under subparagraphs clauses (ae), (f) through or (og) above not that is in any manner adverse to exceed $50,000,000 in the aggregateParent, any Subsidiary, the Agent or any Lender." 2.07 AMENDMENT TO SECTION 7.15

Debt. None of the Borrower It will not, and will not permit any Restricted Subsidiary to, directly or any of its Consolidated Subsidiaries will indirectly, create, incur, create guarantee or assume suffer to exist any DebtDebt or Contingent Obligation, except: (a) the Notes or other Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other ObligationsObligations arising under the Loan Documents; (b) Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services) , from time to time incurred in the ordinary course Ordinary Course of business whichBusiness to the extent, if greater in each case, not past due for more than 90 ninety (90) days past after the invoice date on which such accounts payable, accrued expenses, liabilities or billing date, are other obligations were created or incurred unless being contested in good faith by appropriate proceedings if action and for which adequate reserves adequate under GAAP shall have been established thereformaintained in accordance with GAAP; (c) Permitted Purchase Money Debt; (d) [Reserved]; (e) Debt associated with arising from performance or appeal bonds or surety obligations pursuant to Governmental Requirements required by Applicable Law in connection with the operation of the Properties of any Pipeline PropertiesBorrower or any Restricted Subsidiary and in the Ordinary Course of Business; (e) to the extent permitted by Section 10.2.4(d) and with respect to Investments in Foreign Subsidiaries, Section 10.2.4(m)(ii), (X) intercompany Debt between the Borrowers, between any Borrower and any Restricted Subsidiary or between Restricted Subsidiaries; provided, that all such Debt shall be (i) evidenced by a master intercompany note, in form and substance reasonably satisfactory to Administrative Agent (the “Intercompany Note”), and, if owed to an Obligor, which shall be subject to a first priority (or, subject to the Intercreditor Agreement, second priority) perfected Lien in favor of Administrative Agent pursuant to the Loan Documents, and (ii) unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Intercompany Note and (Y) intercompany Debt owing by any Borrower or any Restricted Subsidiary to any Excluded Subsidiary, provided that such Debt is evidenced by the Intercompany Note to which such Excluded Subsidiary is a party and is unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Intercompany Note; (f) Debt under Hedging Agreements permitted under Section 9.07issued to insurance companies, or their affiliates, to finance insurance premiums payable to such insurance companies in connection with insurance policies purchased by a Obligor in the Ordinary Course of Business; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if with respect to (X) the Term Loans made or deemed made on the Third Amendment Effective Date pursuant to the Term Loan Credit Agreement in excess of an aggregate principal amount not to exceed $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is 51,215,625 at any time outstanding plus (Y) any increase in the possession principal amount of the Administrative Agent, and (ii) in the case Term Loans solely as a result of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agentpaid-in-kind interest thereon; (h) Debt of the Borrower with respect to the General Partner Permitted Junior Priority Secured/Unsecured Debt (and any Permitted Junior Priority Secured/Unsecured Debt or Permitted Unsecured Debt which refinances or replaces such Permitted Junior Priority Secured/Unsecured Debt, including any such refinancing or replacement Debt) that is incurred in reliance on this Section 10.2.1(h)) in an aggregate principal amount not to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practicesexceed $50,000,000 at any time outstanding for all such Debt; (i) Debt with respect to Permitted Junior Priority Secured/Unsecured Debt to the extent the proceeds of the Borrower incurred such Debt are used to refinance, in connection with a senior whole or subordinated in part, any unsecured note offering provided that Debt as long as (i) no Event each of Default has occurred the Refinancing Conditions (other than with respect to clause (e) of the definition of “Refinancing Conditions”) are satisfied and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis(including any such refinancing or replacement Debt), the Borrower shall be ratio of (X) the PP&E Value to (Y) the aggregate principal amount of Debt permitted by Section 10.2.1(g) that is outstanding on such date and all Permitted Junior Priority Secured/Unsecured Debt incurred prior to the date of determination in compliance with reliance on this Section 10.2.1(i) (including, for the avoidance of doubt, any such Permitted Junior Priority Secured/Unsecured Debt that is unsecured) is at least 1.35 to 1.00 and Administrative Agent receives a certificate of a Senior Officer, in form and substance reasonably satisfactory to Administrative Agent, certifying and demonstrating in reasonable detail that all covenants of the requirements set forth in Sections 9.13 subclauses (i) and 9.14 as (ii) of the most recently ended fiscal quarter of the Borrower , this clause (iiii) such Debt has a maturity date at least one year beyond the Termination Date with respect have been satisfied or will be satisfied on or prior to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreementincurrence of such Debt; (j) unsecured guarantees Debt with respect to Borrowed Money owing by Foreign Subsidiaries to non-Affiliates in an aggregate principal amount not to exceed $5,000,000 as long as (a) no Obligor (i) provides any guarantee or credit support of Subsidiary obligations any kind (including any undertaking, guarantee, indemnity, agreement or instrument that would constitute Debt) or (ii) is directly or indirectly liable (as a guarantor or otherwise) for such Debt; (b) the incurrence of which will not result in any recourse against any of the assets of any Obligor and (c) no default with respect to which would permit (upon notice, lapse of time or both) any holder of any other than obligations for borrowed money)Debt of any Obligor to declare pursuant to the express terms governing such Debt a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its stated maturity; (k) Debt representing deferred compensation Borrowed Money (other than the Obligations, Term Loans and other similar arrangements Permitted Purchase Money Debt) set forth on Schedule 10.2.1(k), but only to employees of the Borrower and its Consolidated Subsidiaries incurred in extent outstanding on the ordinary course of businessClosing Date; (l) Debt with respect to Bank Products incurred by in the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment Ordinary Course of the purchase price or other similar adjustmentsBusiness; (m) Debt that is in respect existence when a Person becomes a Restricted Subsidiary or that is secured by an asset (other than Accounts) when acquired by a Borrower or a Restricted Subsidiary, as long as such Debt was not incurred in contemplation of netting servicessuch Person becoming a Subsidiary or such acquisition; provided that, overdraft protections after giving pro forma effect to such incurrence of Debt and similar arrangements acquisition of such Restricted Subsidiary or asset pursuant to this clause (m), (i) the Fixed Charge Coverage Ratio on a pro forma basis (x) for the four-Fiscal Quarter period ending on the last day of the most recent Fiscal Quarter prior to the date of such payment or transaction, in each case for which Administrative Agent has received financial statements in connection accordance with cash management Section 10.1.2(a) or deposit accounts10.1.2(b) or (y) during the Reporting Trigger Period, for the 12-month period ending on the last day of the most recent month prior to the date of such payment or transaction (on the basis of internally prepared monthly financial statements for the 12-month period then ended), is at least 1.00 to 1.00 and (ii) the Asset Coverage Ratio (which shall be calculated excluding the value of the assets acquired that are subject to Liens other than liens in favor of Administrative Agent or Permitted Liens that have priority by operation of law, to the extent of the amount of the obligation secured by such Liens) exceeds the Asset Coverage Ratio calculated immediately prior to such incurrence of Debt and acquisition of such Restricted Subsidiary or asset pursuant to this clause (m) and Administrative Agent receives a certificate of a Senior Officer certifying and demonstrating in reasonable detail that all of the requirements set forth in clauses (i) and (ii) of this clause (m) have been satisfied or will be satisfied on or prior to the incurrence of such Debt; (n) Permitted Contingent Obligations; (o) Refinancing Debt incurred by the Borrower or as long as each Refinancing Condition is satisfied; (p) Permitted Unsecured Debt that is not included in any of its Consolidated Subsidiaries constituting reimbursement obligations the preceding clauses of this Section so long as, giving pro forma effect to any incurrence of Debt pursuant to this clause (p), the Fixed Charge Coverage Ratio on a pro forma basis (x) for the four-Fiscal Quarter period ending on the last day of the most recent Fiscal Quarter for which Administrative Agent has received financial statements in accordance with respect Section 10.1.2(a) or 10.1.2(b) or (y) during the Reporting Trigger Period, for the 12-month period ending on the last day of the most recent month (on the basis of internally prepared monthly financial statements for the 12-month period then ended), prior to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided that upon the drawing date of such letters payment or transaction, is at least 1.00 to 1.00 and Administrative Agent receives a certificate of credit a Senior Officer certifying and demonstrating in reasonable detail that all of the requirements set forth in this clause (p) have been satisfied or will be satisfied on or prior to the incurrence of such Debt, such obligations are reimbursed within 30 days following such drawing or incurrence; (oq) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary with respect to Hedging Agreements entered into in connection compliance with Section 10.2.14; (r) unsecured subordinated Debt incurred (or any acquisition subordinated Disqualified Capital Stock issued) pursuant to Section 9.03(i10.3.3(c) of the Term Loan Credit Agreement (oras in effect on the Closing Date) solely to extent necessary in accordance with Section 10.3.3(c) of the Term Loan Credit Agreement to bring the Company and its Subsidiaries in compliance with Section 10.3.1 or 10.3.2 of the Term Loan Credit Agreement, if such Consolidated Subsidiary is acquiredas applicable, existing prior thereto); provided, however, that such Debt exists at which shall be subordinated in right of payment to the time of such acquisition at least in Obligations upon subordination terms as are reasonably satisfactory to the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisitionAdministrative Agent; and (ps) Debt in respect of the Borrower not otherwise described under subparagraphs (a) through (o) above purchase cards and similar services in a principal amount not to exceed $50,000,000 in the aggregate300,000.

Debt. None of the Borrower Not, and not suffer or permit any Loan Party or any of its Consolidated Subsidiaries will other Subsidiary, to, create, incur, create assume or assume suffer to exist any Debt, except: (a) Obligations under this Agreement and the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other ObligationsLoan Documents; (b) Debt in respect of the Borrower disclosed Capital Leases and purchase money Debt, in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time each case incurred in the ordinary course of business which, if greater than 90 days past for the invoice purpose of financing all or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession part of the Administrative Agentcost of acquiring, and (ii) in the case construction or improvement of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior fixed or subordinated unsecured note offering capital assets; provided that (i) no Event the aggregate principal amount of Default has occurred all such Debt at any time outstanding shall not exceed $250,000 and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence principal amount of such Debt on a pro forma basis, does not exceed the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as lower of the most recently ended fiscal quarter cost or fair market value of the Borrower , (iii) property so acquired or built or of such repairs or improvements financed with such Debt has a maturity date (each measured at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed moneytime such acquisition, construction or improvement is made); (kc) Debt representing deferred compensation and other that may be deemed to exist pursuant to any guarantees, performance, surety, statutory, appeal or similar arrangements obligations (but not with respect to employees letters of the Borrower and its Consolidated Subsidiaries credit) incurred in the ordinary course of business; (l) Debt incurred by the Borrower business or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness Debt with respect to reimbursement-type obligations regarding workers’ compensation claims; (d) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar reimbursement type obligationsinstrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within five Business Days of notice to the Borrower or the relevant Subsidiary of its incurrence; (e) unsecured Subordinated Debt provided by entities deemed to be strategic in nature, defined as a corporate entity operating in the broader energy or transportation industries; provided that upon such unsecured Subordinated Debt is subordinated to the drawing of such letters of credit or Obligations on subordination terms acceptable to the Required Lenders pursuant to a Subordination Agreement and the Required Lenders provide prior written consent to the incurrence of such Debt, such obligations are reimbursed within 30 days following such drawing unsecured Subordinated Debt (which consent may be provided or incurrencewithheld in the Required Lenders’ sole discretion); (of) non-recourse Debt consisting of a Consolidated Subsidiary unpaid insurance premiums (not in excess of one year’s premiums) owing to insurance companies and insurance brokers incurred in connection with the financing of insurance premiums in the ordinary course of business; (i) guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the Borrower assumed by such Consolidated Subsidiary and its Subsidiaries or any other Loan Party and (ii) to the extent constituting Debt, take-or-pay obligations contained in connection with any acquisition pursuant to Section 9.03(isupply arrangements; (h) (orendorsements for collection, if such Consolidated Subsidiary is acquireddeposit or negotiation and warranties of products or services, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in each case incurred in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation ordinary course of or in connection with such acquisition; andbusiness; (pi) Debt arising as a direct result of judgments, orders, awards or decrees against the Borrower Borrower, any other Loan Party or any of its Subsidiaries, in each case not otherwise described under subparagraphs constituting an Event of Default; (aj) through (o) above Debt representing any Taxes not then required to exceed $50,000,000 be paid hereunder or any Taxes to the extent such Taxes are being contested in good faith by the aggregate.Borrower, its Subsidiaries or any other Loan Party by appropriate proceedings and adequate reserves are being maintained by the applicable Person in accordance with GAAP in compliance with Section 6.4 with respect thereto;

Debt. None of the Borrower (a) Create, incur, assume or permit to exist, or permit any of its Consolidated Subsidiaries will to create, incur, create assume or assume permit to exist any Debt, except: (ai) Debt under this Agreement and the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other ObligationsLoan Documents; (bii) Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereofIntercompany Debt; (ciii) accounts payable (for Existing Other Debt and refinancings or renewals of such borrowed money; provided that any such refinancing of such Debt is of the deferred purchase price same type, of Property or services) from time to time incurred the same tenor, and in the ordinary course of business which, if an aggregate principal amount not greater than 90 days past the invoice aggregate principal amount of the Debt being renewed or billing daterefinanced, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established thereforplus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith; (div) [Reserved]Debt incurred after the Original Effective Date that is not secured by a Lien (including, without limitation, Capital Leases), provided that (A) prior written notice thereof describing its terms and intended use is given to Agent and the Banks and (B) such Debt does not collectively, exceed at any time the aggregate principal amount and committed availability of $2,000,000; (ev) JPMorgan Obligations, provided that the JPMorgan Exposure does not at any time exceed in the aggregate $8,000,000; (vi) Debt associated with bonds or surety obligations pursuant to Governmental Requirements other than Existing Other Debt incurred after the Original Effective Date by Foreign Subsidiaries which does not any time exceed in the aggregate $5,000,000; (vii) Debt arising in connection with the operation endorsement of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation instruments for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred deposit in the ordinary course of business; (lviii) Debt incurred arising from the honoring by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price a bank or other financial institution of a check, draft or similar adjustmentsinstrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrence; (mix) Purchase Money Debt that does not exceed at any time $3,000,000 in respect the aggregate; (x) Any Debt approved in advance by the Agent and the Required Banks in writing; and (xi) Provided that the Borrower is at all times in compliance with the terms and conditions of netting servicesthis Agreement, overdraft protections no Default or Event of Default exists, and similar arrangements in each case no event or condition has occurred or is continuing which with the giving of notice, lapse of time or other condition would constitute a Default or Event of Default, the Borrower and/or its Subsidiaries may incur, assume or permit to exist Debt in connection with cash management the mortgage of the Taiwanese Property; provided, however, that: (a) the aggregate amount of any such mortgage Debt shall not at any one time or deposit accounts; from time to time exceed $6,000,000.00, (nb) said mortgage Debt shall be secured only by a mortgage on the Taiwanese Property or a sale/leaseback transaction affecting the Taiwanese Property, and (c) all net proceeds (with net proceeds being defined as the proceeds available to the Borrower after the payment of the Purchase Price for the Taiwanese Property in accordance with the terms of the ROC Joint Venture Agreement and the Lease Agreement attached thereto, and the payment of any reasonable costs and expenses incurred in connection with the Borrower’s purchase of the Taiwanese Property) received by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations (whether directly or indirectly) in connection with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided that upon the drawing of such letters of credit or the incurrence of such mortgage Debt shall be paid over to the Agent within five (5) Business Days and shall be applied by the Agent as a mandatory prepayment under the terms of this Agreement. In all events, if completed in accordance with the terms of this Agreement, any resulting liens and encumbrances on the Taiwanese Property shall be considered a permitted Subsidiary Real Property Lien under the terms of Section 5.12(a) of this Agreement. For purposes of this Section 7.01, the amount of the Debt incurred by a Foreign Subsidiary shall be determined and fixed by using the “rate of exchange” to purchase United States Dollars in effect as of the documented closing date for such Debt, such obligations are reimbursed within 30 days following such drawing or incurrence;. (ob) non-recourse Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt of a Consolidated Subsidiary of other than the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregateObligations.

Debt. None of the Borrower Create, incur, assume or suffer to exist, or permit any of its Consolidated Subsidiaries will to create, incur, create assume or assume suffer to exist, any Debt, Debt except: (a) Debt of the Borrower under this Agreement or the Notes, or under the Credit Agreement-Revolving Credit Facility and Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligationsissued pursuant thereto; (b) Debt of the Borrower disclosed described in Schedule 9.01II, and any renewals including renewals, extensions or extensions (but refinancings thereof, provided that the principal amount thereof does not increases) thereofincrease; (c) Debt of the Borrower subordinated on terms satisfactory to the Banks to the Borrower's obligations under this Agreement and the Notes; (d) Debt of the Borrower to any such Subsidiary or of any Subsidiary to the Borrower or another such Subsidiary; (e) accounts payable to trade creditors for goods or services which are not aged more than 180 days from billing date and current operating liabilities (other than for the deferred purchase price of Property or servicesborrowed money) from time to time which are not more than 180 days past due, in each case incurred in the ordinary course of business whichand paid within the specified time, if greater than 90 days past the invoice or billing date, are being unless contested in good faith and by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Propertiesproceedings; (f) Debt under Hedging Agreements permitted under Section 9.07in respect of letters of credit issued by Chase for the account of the Borrower or any such Subsidiary in an aggregate face amount outstanding at any time of up to $100,000; (g) Intercompany Debt, provided, that Debt of the Borrower or any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced Subsidiary secured by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agentpurchase money Liens permitted by Section 8.03; (h) Debt of Hedge Exposure under Hedge Agreements with any counterparty that was a Bank at the time it entered the Hedge Agreement, provided that Borrower to the General Partner to enable the General Partner to pay general and administrative costs its Subsidiaries shall not enter into Hedge Agreements with any third party other than a Bank and expenses of the Borrower in accordance with past practices;that their maximum, aggregate Hedge Exposure shall not exceed $2,000,000 at any time; or (i) Debt A lease from the Oneida County Industrial Development Agency of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or former Carl's Drug Company property, casualty or liability insurance or self-insurance or other Indebtedness located at 5836 Success Drive, We▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, New York (the "Rome Property") at a nominal annual rental, which lease will be accounted for as a Capital Lease, together with respect governmental financing of up to similar reimbursement type obligations; provided that upon $1,100,000 for acquisition and improvement expenditures for 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregateRome Property.

Debt. None of the Borrower or The Company shall not, nor shall it permit any of its Consolidated Subsidiaries will Restricted Subsidiary to, create, assume, incur, create suffer to exist, or assume 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 Obligations or any guaranty of or suretyship arrangement for Credit Parties under the Notes or other ObligationsCredit Documents; (bi) intercompany Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith owed by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant a US Credit Party to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, another US Credit Party; and (ii) in the case of any Intercompany intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of businessbusiness owed by a Foreign Credit Party to another Foreign Credit Party; provided that, in any case and if applicable, such Debt as an investment is also permitted in Section 6.3; (lc) Debt for borrowed money incurred after the Effective Date under senior, unsecured notes or convertible debentures; provided that (i) such Debt is unsecured, (ii) the maintenance covenants and financial ratios under instruments or agreements governing the credit facility for such Debt (including, without limitation, indentures) are not more restrictive than such covenants under the Facilities as reasonably determined by the Borrower US Administrative Agent which determination will not be unreasonably withheld or its Consolidated Subsidiaries in an acquisition delayed, (iii) the scheduled maturity of such Debt is at least six months past the scheduled Maturity Date and no amortization payments, mandatory prepayments, or Disposition under agreements providing for indemnificationrepurchases of such Debt are required thereunder other than at the scheduled maturity thereof (other than amortization payments, the adjustment of the purchase price mandatory prepayments or other similar adjustments; (m) Debt repurchases required in respect of netting services, overdraft protections and similar arrangements in each case such Debt in connection with cash management the occurrence of an event of default under such Debt, a change of control of the issuer (including a disposition of all or deposit accounts; substantially all of the assets of the US Borrower and its Restricted Subsidiaries, a liquidation or dissolution of the US Borrower, or any event constituting a Change of Control (nas defined herein) Debt incurred or an asset sale by the Borrower issuer or any of a Subsidiary thereof), (iv) the Company and its Consolidated Subsidiaries constituting reimbursement obligations are in compliance with respect the covenants set forth in this Agreement, both before and after giving effect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided that upon the drawing of such letters of credit or the each incurrence of such Debt, and (v) the aggregate principal amount of such obligations are reimbursed within 30 days following such drawing or incurrenceDebt does not exceed $600,000,000; (od) non-recourse unsecured Debt existing on the Effective Date and set forth in Part A of a Consolidated Subsidiary Schedule 6.1 (including the Existing HY Debt) and including any refinancings, replacements and renewals of such existing unsecured Debt so long as (i) any such refinancing, replacement or renewal Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Borrower assumed by Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith, (ii) such Consolidated Subsidiary refinancing, replacement or renewal Debt is unsecured, and (iii) such refinancing, replacement or renewal Debt meets the conditions set forth in connection clause (ii), (iii) and (iv) of Section 6.1(c) above; (e) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (e) shall not exceed $20,000,000 at any time; (f) secured Debt in the form of one or more letter of credit facilities which are secured only with any acquisition pursuant to Section 9.03(i) cash collateral (or, if including the deposit account that holds such Consolidated Subsidiary is acquired, existing prior theretocash collateral); providedprovided that, however, that such the aggregate outstanding principal amount of Debt exists permitted under this clause (f) shall not exceed $75,000,000 at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisitionany time; (g) Insurance Premium Debt; and (ph) the following secured Debt; provided that, the aggregate principal amount of all such Debt shall not exceed 10% of the Company’s consolidated Net Worth at any time and neither Borrower nor any Restricted Subsidiary may enter into additional indebtedness of the type described in this clause (h) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default: (i) purchase money indebtedness or Capital Leases; (ii) Debt secured by Liens of the Borrower not otherwise type described under subparagraphs in Section 6.2(f); and (aiii) through (o) above not to exceed $50,000,000 Secured Debt existing on the Effective Date and set forth in the aggregatePart B of Schedule 6.1.

Debt. None of the Borrower Create, incur, assume or suffer to exist, or permit any of its Consolidated Subsidiaries will to create, incur, create assume or assume suffer to exist any Debt, except: (a) Debt described in Schedule 9.01, including renewals, extensions or refinancings thereof, provided that the principal amount thereof does not increase; (b) other Debt of the Company subordinated on terms reasonably satisfactory to the Lenders to the Company’s obligations under this Agreement and the Notes, the Letters of Credit and Letter of Credit Agreements and any other Security Instrument in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding; (c) Debt of the Company to any Guarantor or any other Subsidiary which becomes a Guarantor prior to the incurrence of such Debt, and Debt of any Guarantor or any such Subsidiary to the Company or to any other Guarantor or any such Subsidiary; (d) Debt of the Company to any Subsidiary (other than a Guarantor or any Subsidiary which becomes a Guarantor prior to the incurrence of such Debt) or Debt of any Subsidiary (other than a Guarantor or any Subsidiary which becomes a Guarantor prior to the incurrence of such Debt) to the Company in an aggregate principal amount not exceeding $5,000,000 at any one time outstanding; (e) accounts payable (other than for borrowed money) to trade creditors for goods or services incurred in the ordinary course of business and which are not in excess of 30 days past the due date, or, if greater than 30 days past due, are being contested in good faith and by appropriate proceedings; (f) Debt of the Company and any Subsidiary (other than newly-formed single purpose entity Subsidiaries created specifically for the purpose of investing in project finance transactions) incurred to purchase or to finance the purchase of, fixed assets in an aggregate principal amount not exceeding as to the Company and its Subsidiaries $25,000,000 at any time outstanding; (g) Debt of the Company incurred in the ordinary course of business in connection with performance bonds required of operators by the Minerals Management Service or other state or governmental agencies which the Company is required to post in connection with its activities as operator of Oil and Gas Properties up to the aggregate amount of $25,000,000 at any one time outstanding; provided, however, any outstanding utilization of performance bonds in excess of $5,000,000 shall reduce the availability on a dollar-for-dollar revolving basis of Revolving Credit Loans pursuant to Section 2.01(a); (h) Debt of the Company in respect of judgment liens excepted under Section 9.03; (i) Debt of the Company and its Subsidiaries under Capital Leases (and any extensions or renewals thereof or substitutions therefor) which do not in the aggregate require the Company and its Subsidiaries on a consolidated basis to make payments (including, without limitation, rent, taxes, insurance, maintenance and similar expense which the Company or any Subsidiary is required to pay under the terms of any Capital Lease) in any calendar year in excess of $10,000,000; (j) Debt of the Company under or in respect of the Indenture and the Senior Subordinated Notes issued thereunder, and all amendments, supplements, renewals, extensions or refinancings thereof; provided, however, that (i) the aggregate principal amount of the Senior Subordinated Notes shall not exceed $175,000,000, provided, however, that the Company may enter into supplements to the Indenture having the effect of increasing the aggregate principal amount of the Senior Subordinated Notes with the prior written consent of the Required Lenders, (ii) payment of principal of, premium, if any, interest and other amounts owing or to be owing under, in connection with or evidenced by the Indenture or the Senior Subordinated Notes shall be subordinated to the payment of the Indebtedness on terms substantially as those set forth therein as of the Closing Date or otherwise reasonably satisfactory to the Administrative Agent, (iii) any amendment, supplement, renewal, extension or refinancing of the Indenture or any Senior Subordinated Note shall be on terms, taken as a whole, no more restrictive to the Company than the terms of the Indenture and the Senior Subordinated Notes as they exist on the Closing Date, provided, further, however, with respect to subclause (ii) hereof, the Indenture and the Senior Subordinated Notes may be prepaid with net proceeds of an equity offering, provided, further, however, if any refinancing of the Debt of the Company under or in respect of the Indenture or any Senior Subordinated Note permitted by the terms of this Agreement results in the Company receiving net proceeds in excess of the aggregate principal amount of the Senior Subordinated Notes outstanding on the Closing Date, the Borrowing Base shall be redetermined in accordance with Section 2.09; (k) Debt of the Company in connection with the Letters of Credit listed on Schedule 1.02(b); and (l) the Notes or other Obligations Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Obligations; (b) Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregateIndebtedness.

Debt. None of the Borrower or any of its Consolidated Subsidiaries will Create, incur, create assume, permit, guarantee, or assume otherwise become or remain, directly or indirectly, liable with respect to any Debt, except: (a) Debt evidenced by this Agreement and the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other ObligationsLoan Documents; (b) Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Capitalized Lease Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred entered into in the ordinary course of business; (lc) Contingent Obligations resulting from the endorsement of instruments for collection in the ordinary course of business; (d) Debt consisting of unsecured guarantees by a Loan Party or its Subsidiaries with respect to Debt of a Loan Party or one of its Subsidiaries, to the extent that the Person that is obligated under such guaranty would have been permitted to incur such underlying Debt pursuant to this Section 6.1; (e) Debt set forth on Schedule 6.1 and any Refinancing Indebtedness in respect of such Debt; (f) Debt owed to any Person providing property, casualty, liability, or other insurance to a Loan Party or any of its Subsidiaries which Debt is incurred in the ordinary course of business, so long as the amount of such Debt is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Debt is incurred and such Debt is outstanding only during such year; (g) Debt incurred by in the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition ordinary course of business under agreements providing for indemnificationperformance, the adjustment of the purchase price or other similar adjustmentssurety, statutory, and appeal bonds; (mh) Debt in respect of netting services, services and overdraft protections and similar arrangements in each case in connection with cash management or deposit accountsDeposit Accounts; (ni) Debt incurred by any Loan Party or its Subsidiaries arising from agreements providing for indemnities, adjustment of purchase price or similar obligations (but excluding Debt consisting of the deferred purchase price of property acquired in a Permitted Acquisition) or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of such Loan Party or Subsidiary pursuant to such agreements, in connection with acquisitions (including Permitted Acquisitions) or dispositions of any business or Assets permitted pursuant to Section 6.6 hereof; DB2/ 42498508.4 (i) Earn-outs incurred under the Cortina Purchase Agreement, and (ii) any other Debt owing to sellers of assets or Securities to a Borrower or its Subsidiaries (including Debt consisting of the deferred purchase price of property acquired in a Permitted Acquisition) that is incurred by the applicable Borrower or Subsidiary in connection with the consummation of one or more Permitted Acquisitions so long as (A) such Debt is subordinated to the Obligations on terms and conditions reasonably acceptable to Lender, unless (x) the principal amount of any such Debt does not exceed $1,000,000, and the aggregate principal amount of all such Debt does not exceed $2,000,000 or (y) such Debt is unsecured and does not provide for any payments of principal or interest prior to the date that is six months after the Term Loan Maturity Date, and (B) such Debt is otherwise on terms and conditions (including all economic terms and conditions and the absence of covenants) reasonably acceptable to Lender; (k) Debt (i) assumed in connection with any Permitted Acquisition or (ii) incurred to finance a Permitted Acquisition, in each case, that is without recourse to any Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of creditother than (x) any Borrower or Subsidiary that owns the assets acquired in such Permitted Acquisition, bank guarantees and (y) any Borrower or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided Subsidiary that upon holds 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; (o) non-recourse Debt of a Consolidated Subsidiary Securities of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, Person that such Debt exists at owns the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or assets acquired in connection with such acquisitionPermitted Acquisition (solely with respect to such Securities but otherwise without recourse to such Borrower or Subsidiary), and so long as both immediately before and immediately after giving pro forma effect thereto, no Unmatured Event of Default or Event of Default shall have occurred and be continuing, or shall result therefrom; provided that the aggregate principal amount of any such Debt described in this clause (k) shall not exceed $7,500,000 at any one time outstanding; (l) Debt owing to any other Borrower or a Subsidiary of a Borrower that is a Loan Party so long as such Person is a party to the Intercompany Subordination Agreement; and (pm) other unsecured Debt of the Borrower not otherwise described under subparagraphs specified in clauses (a) through (ok) above of this Section 6.1 in an aggregate principal outstanding amount not to exceed exceed, in addition to the Debt listed above, $50,000,000 in the aggregate2,500,000 at any time.

Debt. None of the Borrower or Loan Parties will, nor will they permit any of its Consolidated Subsidiaries will Subsidiary to, incur, create create, assume or assume suffer to exist any Debt, except: (a) the Notes Loans or other Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes Loans or other ObligationsObligations arising under the Loan Documents; (b) Debt outstanding as of the Borrower disclosed in Petition Date and set forth on Schedule 9.01, and any renewals or extensions (but not increases) thereof9.02; (c) accounts payable (for the deferred purchase price of Property Debt associated with worker’s compensation claims, bonds or services) from time to time incurred surety obligations required by Governmental Requirements or by third parties in the ordinary course of business whichin connection with the operation of, if greater than 90 days past or provision for the invoice or billing dateabandonment and remediation of, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established thereforthe Oil and Gas Properties; (d) [Reservedreserved]; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation endorsements of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation negotiable instruments for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred collection in the ordinary course of business; (lf) Debt obligations to royalty, overriding and working interest owners, joint interest obligations, trade payables and other lease operating expenses incurred by in the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment ordinary course of the purchase price or other similar adjustmentsbusiness which are not more than ninety (90) days past due; (mg) Debt associated with appeal bonds and bonds or sureties provided to any Governmental Authority or to any other Person in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of the Oil and Gas Properties; (h) Debt or other obligations of the type described under clause (c) of the definition thereof (whether or not then overdue by more than ninety (90) days as of the Closing Date) that are in existence as of the Closing Date; (i) to the extent constituting Debt, obligations in respect of netting services, overdraft protections Swap Agreements in accordance with the Hedge Order and similar arrangements in each case in connection with cash management or deposit accountsthis Agreement; (nj) other Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued that is not in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect borrowed money since the Petition Date not to similar reimbursement type obligations; provided that upon exceed $200,000 in the drawing of such letters of credit or the incurrence of such Debt, such obligations are reimbursed within 30 days following such drawing or incurrenceaggregate at any time outstanding; (ok) non-recourse any guarantee of any other Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant permitted to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisitionbe incurred hereunder; and (pl) Debt as of the Petition Date in respect of the Prepetition Credit Facility, the Prepetition Note Purchase Agreement, the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in Preferred Units, the aggregateSeries A Preferred Stock and the Series B Redeemable Preferred Stock, together with interest accrued thereon.

Debt. None of the Borrower or The Company shall not, nor shall it permit any of its Consolidated Subsidiaries will Subsidiary to, create, assume, incur, create suffer to exist, or assume 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 Obligations or any guaranty of or suretyship arrangement for Credit Parties under the Notes or other ObligationsCredit Documents; (b) intercompany Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business whichowed by a Credit Party to another Credit Party; provided that, if greater applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt for borrowed money incurred after the Effective Date; provided that (i) such Debt is either unsecured or Permitted Subordinated Debt, (ii) the maintenance covenants and financial ratios under instruments or agreements governing the credit facility for such Debt (including, without limitation, indentures) are not more restrictive than 90 days such covenants under the Facilities as reasonably determined by the US Administrative Agent which determination will not be unreasonably withheld or delayed, (iii) the scheduled maturity of such Debt is at least six months past the invoice scheduled Maturity Date and no amortization payments, mandatory prepayments, mandatory redemptions, mandatory conversions or billing datemandatory repurchases of such Debt are required thereunder other than at the scheduled maturity thereof (other than amortization payments, mandatory prepayments, mandatory redemptions, mandatory conversions, or mandatory repurchases required in respect of such Debt in connection with the occurrence of an event of default under such Debt, a change of control of the issuer (including a disposition of all or substantially all of the assets of the US Borrower and its Subsidiaries, a liquidation or dissolution of the US Borrower, or any event constituting a Change of Control (as defined herein) or an asset sale by the issuer or a Subsidiary thereof), and (iv) the Company and its Subsidiaries are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established thereforcompliance with the covenants set forth in this Agreement, both before and after giving effect to each incurrence of such Debt; (d) [Reserved]Unsecured Debt existing on the Effective Date and set forth in Part A of Schedule 6.1 (including the Bond Issuance); (e) the following secured Debt; provided that, the aggregate principal amount of all such Debt associated with bonds or surety obligations pursuant to Governmental Requirements shall not exceed 10% of the Company’s consolidated Net Worth at any time and neither Borrower nor any Subsidiary may enter into additional indebtedness of the type described in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; this clause (g) Intercompany Debt, provided, that any such Intercompany Debt if a Default is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged continuing or entering into the additional indebtedness could reasonably be expected to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from cause a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices;Default: (i) Debt of the Borrower incurred in connection with a senior purchase money indebtedness or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, Capital Leases; (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as secured by Liens of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth type described in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed moneySection 6.2(f); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (piii) Secured Debt existing on the Effective Date and set forth in Part B of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregateSchedule 6.1.

Debt. None of the Borrower or No Restricted Credit Party shall, nor shall it permit any of its Consolidated Subsidiaries will to, create, assume, incur, create suffer to exist, or assume in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the "Permitted Debt, except:"): (a) the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligations; (b) intercompany Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business whichowed by any Restricted Credit Party to any other Restricted Credit Party; provided that, if greater applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Restricted Credit Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (d) purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $1,000,000 at any time; provided no Restricted Credit Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the invoice or billing dateordinary course of business, are being as presently conducted, unless contested in good faith by appropriate proceedings if and adequate reserves adequate under GAAP shall for such items have been established therefor; (d) [Reserved]; (e) Debt associated made in accordance with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07GAAP; (g) Intercompany DebtDebt consisting of take-or-pay obligations under the RockPile Agreement; provided that the RockPile Agreement shall not be amended in any way that adversely affects the Borrower, provided, that any such Intercompany Debt is including (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure increase the Obligations and is in the possession amount due to RockPile upon a cancellation of the Administrative Agent, and RockPile Agreement by the Borrower or (ii) in to extend the case tenor of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent;RockPile Agreement; and (h) unsecured Debt not otherwise permitted under the preceding provisions of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering this Section 6.1; provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basisthat, the Borrower aggregate principal amount thereof shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregate250,000 at any time.

Debt. None of the Borrower or any of its Consolidated Subsidiaries will Create, incur, create Guarantee, or assume suffer to exist any Debt, except: (a) the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligations; (b) Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof[reserved]; (c) accounts payable (for Permitted Purchase Money Debt, so long as the deferred purchase price aggregate outstanding principal amount of Property or services) from time to time incurred in the ordinary course of business whichsuch Debt does not, if greater than 90 days past the invoice or billing dateat any one time, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established thereforexceed $10,000,000; (d) [Reserved]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) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline PropertiesScheduled Noteholder Debt; (f) subsequent to the Closing Date, Funded Debt under Hedging Agreements 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 an 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 under by Section 9.079.2(j); (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess arising from endorsements of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is Payment Items for collection or deposit in the possession Ordinary Course of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative AgentBusiness; (h) Debt incurred in the Ordinary Course of the Borrower Business with respect to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practicessurety, appeal, stay, customs or performance bonds, workers’ compensation claims, self-insurance obligations or other similar obligations; (i) Debt consisting of the Borrower incurred customary indemnification, purchase price adjustments and similar contingent obligations in favor of purchasers in connection with a senior or subordinated unsecured note offering Permitted Asset Dispositions; (j) [reserved]; (k) Intercompany Debt; provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to all such incurrence, Debt shall be unsecured Debt; (ii) after giving effect to the incurrence of all such Debt shall constitute Subordinated Debt, as and when incurred, without necessity of further action on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as part of the most recently ended fiscal quarter of the Borrower Administrative Agent or Borrower(s) obligated thereon or holding such Debt, (iii) such Debt has payable by a maturity date at least one year beyond the Termination Date with respect Credit Party to the Term Loan Facility and a Subsidiary that is not a Credit Party shall not be paid, in whole or in part, except as provided in clause (iv) below, unless and until all Obligations have been Paid in Full; (iv) 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 then exists and none would be caused by such payment being made; (v) shall be deemed assigned to Administrative Agent as additional Collateral effective with the documentation incurrence thereof without necessity of further action on the part of Administrative Agent or Borrower(s) obligated thereon or holding such Debt, and Administrative Agent at any time and from time to time shall have the right (but 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 shall not be assigned to any Person by the holder thereof, except to Administrative Agent or ABL Agent (subject to the ABL Intercreditor Agreement) as provided above; (vii) if payable by a Subsidiary that is not a Credit Party to a Credit Party, such 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 its discretion, in respect of such Debt in such proceeding and to receive the entirety of any payments made thereon for which contains covenants no more restrictive than those set forth in this Agreementapplication to the Obligations and (ix) such Debt payable to a Subsidiary that is not a Credit Party does not, at any one time, exceed $500,000; (jl) unsecured guarantees Permitted Refinancing Debt of Subsidiary obligations Debt permitted under clauses (other than obligations for borrowed moneyc), (d), (f) and (p) in this Section 9.1; (km) Debt arising in connection with the financing of insurance premiums in the Ordinary Course of Business subject to compliance with Section 9.14; (n) Debt 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 Ordinary Course of Business; (o) Debt consisting of unsecured Earn-Outs not exceeding $2,000,000, purchase price adjustments, indemnification or similar arrangements deferred or contingent obligations, seller promissory notes and payment obligations in respect of non-competition agreements incurred in connection with any Acquisition; provided that each such seller promissory note shall be subordinated in right of payment to employees the Obligations pursuant to a Subordination Agreement on terms acceptable to Administrative Agent; (p) ABL Debt incurred under or permitted pursuant to the ABL Credit Agreement, so long as such ABL Debt is subject to the ABL Intercreditor Agreement and is not in excess of the Borrower and its Consolidated Subsidiaries incurred ABL Maximum Amount (as defined in the Intercreditor Agreement); (q) Debt consisting of obligations owing to credit card processors in the Ordinary Course of Business; (r) Debt consisting of unsecured obligations owing under any dealer, customer or supplier incentive, supply, license or similar agreements entered into in the ordinary course of business; (ls) Debt incurred by to the Borrower or its Consolidated Subsidiaries extent constituting Debt, customer deposits and advance payments received in an acquisition or Disposition under agreements providing the ordinary course of business from customers for indemnification, goods and services purchased in the adjustment ordinary course of the purchase price or other similar adjustmentsbusiness; (mt) Guarantees (i) by a Credit Party with respect to Debt of another Credit Party otherwise permitted pursuant to this Section 9.1, and (ii) by a Subsidiary that is not a Credit Party with respect to Debt of any Credit Party or 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 Equity Interests or other equity-based awards of a Credit Party or Subsidiary or a parent thereof permitted under Section 9.3; (w) Debt not secured by a Lien and in an aggregate amount not exceeding $2,500,000; and (x) Debt (i) evidenced by the Existing Letter of Credit in an amount not to exceed $27,725.50, (ii) in respect of netting services, overdraft protections Borrowers’ commercial credit card program with Regions Bank and similar arrangements in each case in connection with cash management or deposit accounts; (niii) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness Borrowers’ automated clearinghouse programs with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); Regions Bank. provided, however, that, for the avoidance of any doubt, and notwithstanding any provision of the foregoing that such Debt exists at may be to the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn downcontrary, created or increased in contemplation of or in connection with such acquisition; and (p) no Borrower shall Guarantee any Debt of the any Credit Party except for Debt of another Borrower not otherwise described under subparagraphs (a) through (o) above not that is expressly permitted to exceed $50,000,000 in the aggregatebe created, incurred or assumed pursuant hereto, and Debt consisting of any Obligations.

Debt. None of the Borrower or any of its Consolidated Subsidiaries Obligors will incur, create create, assume or assume permit to exist any Debt, except: (a) the Notes or other Obligations Indebtedness or any guaranty of or suretyship arrangement for the Notes or other ObligationsIndebtedness; (b) Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]Debt under leases permitted under Section 9.08; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Obligor’s Pipeline Properties; (f) Debt of the Obligors under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of Five Hundred Thousand Dollars ($5,000,000500,000), evidenced by an Intercompany Note which has been pledged to secure the Obligations Indebtedness and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations Indebtedness upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower in an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to maturity of the Term Loan Facility and (iv) Facilities, the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (pj) Debt of the Borrower not otherwise described under subparagraphs (a) through (oi) above not to exceed Five Hundred Thousand Dollars ($50,000,000 500,000) in the aggregate.

Debt. None of the Borrower or any of its Consolidated Subsidiaries will Create, incur, create assume or assume suffer to exist any Debt, except: (a) Debt of the Notes or LCC Consolidated Entities under this Agreement, the Notes, the Letters of Credit, the Interest Rate Protection Agreements, the Currency Protection Agreements and the other Obligations or any guaranty of or suretyship arrangement for the Notes or other ObligationsFacility Documents; (b) Debt of the Borrower disclosed in Schedule 9.01described on SCHEDULE 6.10 but no renewals, and any renewals extensions or extensions (but not increases) refinancings thereof; (c) Debt consisting of Guaranties permitted pursuant to Section 8.02; (d) Consolidated Subordinated Debt; (e) Debt under documentary and standby letters of credit exclusive of the Letters of Credit so long as the aggregate reimbursement obligations under such letters of credit together with the aggregate reimbursement obligations of all outstanding letters of credit described on SCHEDULE 6.10 does not exceed at any time $750,000; (f) Debt of (i) any Obligor (other than the Subsidiary Borrower) to any other Obligor (other than the Subsidiary Borrower), (ii) the Borrower to any of its Subsidiaries so long as such Debt is subordinated to the Obligations on terms and conditions acceptable to the Required Lenders and (iii) in addition to the Debt permitted under clauses (i) and (ii) of this paragraph (f), any Subsidiary of the Borrower to the Borrower so long as (A) such Debt is evidenced by a promissory note on terms reasonably acceptable to the Required Lenders which promissory note shall be pledged to the Administrative Agent as collateral for the Obligations and (B) the aggregate principal amount of all such Debt does not exceed at any time $1,000,000; (g) accounts payable to trade creditors for goods or services which are not aged more than 120 days from billing date and current operating liabilities (other than for the deferred purchase price of Property or servicesborrowed money) from time to time which are not more than 120 days past due, in each case incurred in the ordinary course of business whichand paid within the specified time, if greater than 90 days past the invoice or billing date, are being unless contested in good faith and by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent;proceedings; and (h) Debt of any LCC Consolidated Entity secured by Purchase Money Liens permitted by Section 8.03(j) and any renewals, extensions or refinancings thereof so long as the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses aggregate principal amount of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of all such Debt on a pro forma basis, the Borrower shall be in compliance together with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date then outstanding secured by Purchase Money Liens described on SCHEDULE 6.10 does not exceed at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregate1,000,000.

Debt. None The Company shall not, and shall not permit any Subsidiary to, become or remain obligated for any indebtedness for borrowed money, or for any indebtedness incurred in connection with the acquisition of the Borrower any property, real or any of its Consolidated Subsidiaries will incurpersonal, create tangible or assume any Debtintangible, except: (a) indebtedness to the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other ObligationsPurchasers; (b) indebtedness to the Lenders under the Credit Agreement in the aggregate principal amount not to exceed the sum of (i) the product of (A) $25,000,000 of term Debt minus the sum of all scheduled principal payments (scheduled as of the Borrower disclosed in Schedule 9.01date the Credit Agreement is entered into by the parties thereto) multiplied by (B) 1.30, and any renewals or extensions plus (but not increasesii) thereofthe product of (A) $12,000,000 of revolving Debt multiplied by (B) 1.30; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred current unsecured trade payables and accrued liabilities arising in the ordinary course of business whichthe Company's or any Subsidiary's business, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefordeferred income tax and purchase accounting reserves; (d) [Reserved];purchase money indebtedness for the acquisition of fixed assets in an amount not to exceed $500,000 in the aggregate during any fiscal year of the Company (determined on a combined basis for the Company and its Subsidiaries). (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements existing indebtedness listed in connection with the operation of any Pipeline Properties;attached Schedule 9.04. (f) Debt under Hedging Agreements permitted under Section 9.07;unsecured indebtedness of the Company to its wholly owned Material Subsidiaries or a wholly owned Material Subsidiary to another wholly owned Material Subsidiary or a wholly owned Material Subsidiary to the Company. (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of other unsecured indebtedness not exceeding $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is 100,000 in the possession of the Administrative Agent, and (ii) in the case of aggregate at any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent;time outstanding. (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices;indebtedness under any Interest Rate Protection Agreements. (i) Debt unsecured indebtedness of Densitron Microwave Limited or DML Microwave Limited under an overdraft line of credit in an amount not exceeding 500,000 Pounds Sterling in the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date aggregate at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement;any time outstanding. (j) unsecured guarantees indebtedness of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements DML Microwave Limited to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries MCE Europe, Inc. in an acquisition or Disposition under agreements providing for indemnificationamount not exceeding 3,000,000 Pounds Sterling incurred to consummate the Acquisition and until June 30, the adjustment 2000 unsecured indebtedness of the purchase price or other similar adjustments; (m) Debt Densitron Microwave Limited to MCE Europe, Inc. in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above an amount not to exceed $50,000,000 in the aggregate2,000,000 Pounds Sterling incurred for working capital purposes.

Debt. None of the Borrower or No Credit Party shall, nor shall it permit any of its Consolidated Subsidiaries will to, create, assume, incur, create suffer to exist, or assume in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligations; (b) intercompany Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business whichowed by any Credit Party to any other Credit Party; provided that, if greater applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case are not more than 90 days past the invoice or billing datedue, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the each case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business, as presently conducted, unless contested in good faith and by appropriate proceedings; (ld) Debt (i) purchase money indebtedness and Capital Leases in effect on the Effective Date and set forth in Schedule 6.1 and (ii) such other purchase money indebtedness or Capital Leases incurred by after the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnificationEffective Date; provided that, the adjustment aggregate outstanding principal amount of such purchase money indebtedness and Capital Leases incurred after the purchase price or Effective Date shall not exceed (A) during the Alternative Covenant Period, $5,000,000.00 and (B) at all other similar adjustmentstimes, $25,000,000.00; (me) Debt for borrowed money incurred after the Effective Date; provided that (i) such Debt is unsecured or the Secured Obligations hereunder are secured on a pari passu basis with such Debt on terms satisfactory to the Administrative Agent, (ii) the covenants under instruments or agreements governing the credit facility for such Debt (including, without limitation, indentures) are not more restrictive than such covenants set forth in this Agreement as reasonably determined by the Administrative Agent, (iii) the scheduled maturity of such Debt is at least 90 days past the scheduled Maturity Date and no amortization payments, mandatory prepayments, mandatory redemptions or mandatory repurchases of such Debt are required thereunder other than at the scheduled maturity thereof (other than amortization payments, mandatory prepayments, mandatory redemptions or mandatory repurchases required in respect of such Debt in connection with the occurrence of an event of default under such Debt, a change of control of the issuer (including a disposition of all or substantially all of the assets of the Borrower and its Subsidiaries, a liquidation or dissolution of the Borrower, or any event constituting a Change of Control (as defined herein) or an asset sale by the issuer or a Subsidiary thereof), (iv) the Borrower and its Subsidiaries are in pro forma compliance with the covenants set forth in this Agreement, both before and after giving effect to each incurrence of such Debt, and (v) the aggregate amount of Debt permitted under this clause (e) shall not exceed (A) during the Alternative Covenant Period, the lesser of (1) $20,000,000.00 and (2) 5% of the Borrower’s Tangible Net Worth as set forth in the financial statements most recently delivered under Section 5.2, and (B) at all other times, 20% of the Borrower’s Tangible Net Worth as set forth in the financial statements most recently delivered under Section 5.2 when incurred; (f) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accountsHedging Arrangements; (ng) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided that upon the drawing of such letters of credit or the incurrence of such Debtissued by ▇▇▇▇▇ Fargo Bank, such obligations are reimbursed within 30 days following such drawing or incurrence; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisitionNational Association; and (ph) Debt of incurred pursuant to one or more loan agreements between the Borrower not otherwise described and CARBO Ceramics (Eurasia) LLC, a company duly organized and existing under subparagraphs the laws of Russia; provided that (ai) through such Debt is unsecured, (oii) above the aggregate principal amount of such Debt outstanding at any time shall not to exceed $50,000,000 in 6,000,000.00, and (iii) such Debt is subordinated to the aggregateDebt under this Agreement and the other Credit Documents on terms reasonably acceptable to the Administrative Agent.

Debt. None of the Borrower Incur, create, assume, guarantee, suffer to exist or any of its Consolidated Subsidiaries will incurotherwise become liable on or with respect to, create directly or assume indirectly, any Debt, exceptother than: (a) any Debt owing to Purchaser or an Affiliate of Purchaser, including, without limitation, the Notes or other Obligations or any guaranty Senior Debt described in Section 1 of or suretyship arrangement for the Notes or other ObligationsSCHEDULE 8.6; (b) Debt of outstanding on the Borrower disclosed in Schedule 9.01, Closing Date (other than the Senior Debt) and any renewals or extensions (but not increases) thereoflisted on SCHEDULE 8.6 hereof; (c) accounts payable endorsements of negotiable or similar instruments for collection or deposit in the ordinary course of business; (d) trade payables, current liabilities or similar obligations (other than for the deferred borrowed money or purchase price of Property or servicesmoney obligations) from time to time incurred in the ordinary course of business whichbusiness; (e) taxes, if greater than 90 days past the invoice assessments, or billing date, other governmental charges that are not assessed or are being contested in good faith by appropriate proceedings if reserves adequate under GAAP action promptly initiated and diligently conducted and for which Company shall have been established therefor; (d) [Reserved]; (e) Debt associated made adequate reserves for in accordance with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Propertiesgenerally accepted accounting principles; (f) Senior Debt; PROVIDED, HOWEVER, that in no event shall the principal amount of the Senior Debt exceed the sum of (i) $19,557,233.32 reduced by the amounts of any repayments and commitment reductions under Hedging Agreements permitted under Section 9.07the Senior Credit Agreement (after the date hereof) to the extent that such payments and reductions may not be reborrowed, plus (ii) $2,000,000; (g) Intercompany Debt, provided, that any additional Subordinated Debt incurred by the Company after the Closing Date in an amount not to exceed $5,000,000; PROVIDED THAT such Intercompany Subordinated Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon on terms and conditions satisfactory equal to, or more favorable to the Administrative AgentCompany as the Notes; PROVIDED FURTHER THAT after giving effect to the creation, incurrence or assumption of such Subordinated Debt, the Company is in compliance with the covenants set forth in SECTION 8.12 hereof, calculated on a PRO FORMA basis as of the last day of the most recent fiscal quarter for which a compliance certificate is required to be furnished to the Purchaser pursuant to SECTION 6.10(C) hereof, calculated as if such Indebtedness has been created, incurred or assumed on the first day of such period; (h) purchase money Debt incurred by the Company in the ordinary course of business, provided that, after incurring such Debt, the Borrower to the General Partner to enable the General Partner to pay general aggregate principal amount of such Debt outstanding shall not exceed $750,000 and administrative costs and expenses no Default or Event of the Borrower in accordance with past practicesDefault shall occur hereunder; (i) Debt Capital Lease Obligations to the extent the underlying Capital Lease is permitted pursuant to the terms of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Senior Credit Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred not included in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs paragraphs (a) through (oh) above which by its terms is unsecured and does not to exceed $50,000,000 at any time, in the aggregate, the sum of $750,000.

Debt. None (a) Prior to the Guarantee Release Date, no Loan Party will, nor will it permit its Subsidiaries to, create, incur, assume or suffer to exist any Debt except: (i) (A) Debt incurred under this Agreement, (B) Debt incurred under the Revolving Credit Agreement, or any refinancing or replacement thereof and (C) Debt incurred under the 2018 Term Credit Agreement, or any refinancing or replacement thereof; (ii) Debt set forth on Schedule 7.09, and refinancings of such Debt that do not increase the outstanding principal amount thereof or change the obligors thereunder except by an amount equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in connection with such refinancings; (iii) Debt of the Borrower Parent or any Subsidiary owing to the Parent or any of its Consolidated Subsidiaries will incurSubsidiaries, create or assume provided that (A) such Debt shall not have been transferred to any Debt, except: (a) Person other than the Notes or other Obligations Parent or any guaranty of or suretyship arrangement for the Notes or other Obligations; (b) Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, its Subsidiaries and (iiB) in the case of any Intercompany Debt owing owed by a Loan Party to an Obligor from a Consolidated Subsidiary (other than an Obligor)that is not a Loan Party, such Debt is subordinated to the Obligations upon in right of payment on terms and conditions satisfactory acceptable to the Administrative Agent, to the extent permitted by Law and not giving rise to material adverse Tax consequences to the Borrower; (hiv) Guarantees of Debt permitted under this Section 7.09(a), provided that a Subsidiary that is not a Loan Party shall not Guarantee Debt that it would not have been permitted to incur under this Section 7.09(a) if it were a primary obligor thereon; (v) Debt owed in respect of (A) 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, and (B) the unreimbursed amount of any drafts drawn under letters of credit, provided that such drafts shall be reimbursed in full within five (5) Business Days of the applicable disbursement; (vi) other Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering Loan Parties; provided that (i) no Event of Default has occurred and is continuing or would occur that, after giving effect to such incurrence, (ii) after giving pro forma effect to the incurrence of such Debt on a pro forma basisand the application of the proceeds thereof, the Borrower Parent shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 Section 7.02(a) as of the end of the most recently ended recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 6.01(a) or 6.01(b); and (vii) other Debt of Subsidiaries that are not Loan Parties in an aggregate principal amount not to exceed $100,000,000 outstanding at any time. (b) On and after the Borrower Guarantee Release Date, no Loan Party will permit its Subsidiaries (iiiother than any Subsidiary that is a Loan Party or a ▇▇▇▇▇ Subsidiary) to create, incur, assume or suffer to exist any Debt except: (i) Debt set forth on Schedule 7.09, and refinancings of such Debt has a maturity date at least one year beyond that do not increase the Termination Date outstanding principal amount thereof or change the obligors thereunder except by an amount equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in connection with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreementsuch refinancings; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (kii) Debt representing deferred compensation and other similar arrangements of any Subsidiary owing to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower Parent or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect Subsidiaries, provided that such Debt shall not have been transferred to letters any Person other than the Parent or any of creditits Subsidiaries; (iii) Guarantees of Debt of any other Subsidiary that is not a Loan Party permitted under this Section 7.09(b), bank guarantees or similar instruments issued provided that a Subsidiary shall not Guarantee Debt that it would not have been permitted to incur under this Section 7.09(b) if it were a primary obligor thereon; (iv) Debt owed in respect of workers compensation claims(A) any overdrafts and related liabilities arising from treasury, health, disability depository and cash management services or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (orautomated clearing-house transfers of funds, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, provided that such Debt exists at shall be repaid in full within 30 days of the time incurrence thereof, and (B) the unreimbursed amount of any drafts drawn under letters of credit; provided that such drafts shall be reimbursed in full within five (5) Business Days of the applicable disbursement; (v) Debt of any Subsidiary (A) incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Leases, provided that such Debt is incurred prior to or within 180 days after such acquisition or the completion of such acquisition at least in the amounts construction or improvement, or (B) assumed in connection therewith with the acquisition of any fixed or capital assets, and any refinancings of such Debt that do not increase the outstanding principal amount thereof except by an amount equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in connection with such refinancings; (vi) (A) Debt of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary) after the Closing Date, incurred prior to the time such Person becomes a Subsidiary (or is so merged or consolidated), that is not drawn down, created or increased in contemplation of or in connection with such acquisitionPerson becoming a Subsidiary (or such merger or consolidation), (B) Debt secured by a Lien on property acquired by a Subsidiary, incurred prior to the acquisition thereof by such Subsidiary, that is not created in contemplation of or in connection with such acquisition and (C) Debt refinancing (but not increasing the outstanding principal amount thereof, except by an amount equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in connection with such refinancing) any Debt described in this clause (vi); and (pvii) any other Debt of the Borrower Subsidiaries; provided that, at the time of the creation, incurrence or assumption of such Debt and after giving effect thereto, the sum, without duplication, of (A) the aggregate outstanding principal amount of all such Debt created, incurred, assumed, or in existence in reliance on this clause (vii), plus (B) the aggregate outstanding principal amount of all Debt secured by Liens under Section 7.01(y), plus (C) the aggregate outstanding amount of Attributable Debt under all Sale and Leaseback Transactions under Section 7.08(c) does not otherwise described under subparagraphs (a) through (o) above not exceed 15% of Consolidated Net Tangible Assets; provided that, notwithstanding anything to the contrary in this Section 7.09(b), in no event shall the aggregate principal amount of Debt of non-wholly owned Subsidiaries exceed $50,000,000 in the aggregate100,000,000 outstanding at any time.

Debt. None of the The Borrower or any of its Consolidated Subsidiaries will shall not create, incur, create assume or assume suffer to exist any Debt, except:except (without duplication, and to the extent constituting Debt): (a) Debt of the Notes or other Obligations or any guaranty of or suretyship arrangement for Borrower under the Notes or other ObligationsLoan Documents; (b) Subordinated Debt subordinated pursuant to subordination and intercreditor terms consistent with the terms of the subordination set forth on Schedule 7.03(b) (Terms of Subordination), not to exceed $25,000,000 at any time outstanding; provided, that such $25,000,000 limitation shall not apply to any Subordinated Debt incurred by Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereoffrom an Affiliate of Borrower; (c) accounts payable (for Purchase Money Debt and Debt in respect of Capital Leases incurred by the deferred purchase price Borrower in an aggregate amount, when combined with the aggregate principal amount of Property or services) from all Debt incurred pursuant to this Section 7.03(b), not to exceed $5,000,000 at any time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established thereforoutstanding; (d) [Reserved]; (e) Debt associated with bonds obligations under or in respect of performance bonds, bid bonds, appeal bonds, surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debtbonds, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations financial assurances and is in the possession of the Administrative Agentcompletion guarantees, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner obligations to pay general insurance premiums and administrative costs and expenses of the Borrower workers’ compensation claims, in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries each case incurred in the ordinary course of business; (le) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; provided that such Debt is extinguished within ten (10) Business Days after its incurrence; (f) trade or other similar Debt incurred by the Borrower in the ordinary course of business (but not for borrowed money) and (i) not more than 90 days past due or its Consolidated Subsidiaries (ii) being disputed in good faith and by appropriate proceedings, in an aggregate amount not to exceed $10,000,000 at any time outstanding; (g) contingent liabilities incurred by the Borrower in the ordinary course of business, including the acquisition or Disposition under sale of goods, services, supplies or merchandise in the normal course of its business and the endorsement of negotiable instruments received in the normal course of its business, in an aggregate amount not to exceed $15,000,000 at any time outstanding; (h) any obligation arising from agreements of the Borrower providing for indemnification, the adjustment of purchase price, earn outs, or similar obligations, in each case, incurred or assumed in connection with the purchase price disposition or other similar adjustmentsacquisition of any assets in a transaction permitted under this Agreement; provided that such obligation is not reflected as a liability on the face of the balance sheet of the Borrower; (mi) to the extent constituting Debt, Debt in respect of netting services, overdraft protections and similar arrangements otherwise in connection with deposit accounts, in each case incurred in connection with cash management or deposit accountsthe ordinary course of business, in an aggregate amount not to exceed $5,000,000 at any time outstanding; (nj) Debt incurred obligations under any Hedging Agreement entered into by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided that upon the drawing of such letters of credit or the incurrence of such Debt, such obligations which are reimbursed within 30 days following such drawing or incurrence; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition not prohibited pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition7.12; and (pk) other unsecured Debt of the Borrower in an aggregate principal amount not otherwise described under subparagraphs (a) through (o) above not to exceed exceeding $50,000,000 in the aggregate5,000,000 at any time outstanding.

Debt. None of the Borrower or The Parent will not, and will not permit any of its Consolidated Subsidiaries will Restricted Subsidiary to, incur, create create, assume or assume suffer to exist any Debt, except: (a) (i) the Notes or other Obligations Indebtedness arising under the Loan Documents and Secured Swap Agreements or any guaranty of or suretyship arrangement for the Notes Indebtedness arising under the Loan Documents or other Obligations;any Secured Swap Agreement; and (ii) the Debt arising under the First Lien Loan Documents and Secured Swap Agreements (as defined in the First Lien Credit Agreement) or any guaranty of or suretyship arrangement for the Debt arising under the First Lien Loan Documents or any Secured Swap Agreement (as defined in the First Lien Credit Agreement). (b) Debt of the Borrower disclosed in Parent and the Restricted Subsidiaries existing on the Effective Date that is reflected on Schedule 9.019.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing); provided that all such Debt of any renewals or extensions (but Loan Party owed to any Restricted Subsidiary that is not increases) thereof;a Loan Party shall be subordinated to the Indebtedness on terms reasonably satisfactory to the Administrative Agent. (c) accounts payable (for and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services) , from time to time incurred in the ordinary course of business which, if which are not greater than 90 days past the date of invoice or billing date, which are being contested in good faith by appropriate proceedings if action and for which adequate reserves adequate under GAAP shall have been established therefor;maintained in accordance with GAAP. (d) [Reserved];Debt under Capital Leases or Purchase Money Debt not to exceed $1,000,000 in the aggregate at any time outstanding. (e) Debt associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations pursuant to Governmental Requirements required by Law or third parties in connection with the operation of any Pipeline Properties;the Loan Parties’ Properties and otherwise in the ordinary course of business. (f) intercompany Debt under Hedging Agreements between the Borrower and any other Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted under by Section 9.07; (g) Intercompany Debt9.05(g); provided that such Debt is not held, providedassigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries except pursuant to the Loan Documents, and, provided further, that any such Intercompany Debt owed by any Loan Party to a Restricted Subsidiary that is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from not a Consolidated Subsidiary (other than an Obligor), Loan Party shall be subordinated to the Obligations upon Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent;. (g) Debt resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, draft or similar instrument presented by the Parent or any Restricted Subsidiary in the ordinary course of business against insufficient funds. (h) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not constituting an Event of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices;Default. (i) Debt of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower incurred or any other Restricted Subsidiary, or is merged or consolidated with or into the Borrower or any Restricted Subsidiary, in connection with a senior or subordinated unsecured note offering transaction permitted by this Agreement, and extensions, renewals, Refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) no Event of Default has occurred such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Restricted Subsidiary and is continuing or would occur after giving effect to not created in contemplation of such incurrenceevent, (ii) after giving effect to neither the incurrence Parent nor any of such Debt on a pro forma basis, the Borrower Restricted Subsidiaries shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower liable for such Debt, (iii) the Parent is in Pro Forma Compliance with the financial covenants contained in Section 9.01, (iv) the principal amount of such Debt does not exceed $1,000,000 in the aggregate at any time outstanding, and (v) any such Debt has a maturity date at least one year beyond not sooner than 180 days after the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement;Maturity Date. (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred by the Borrower entering into of any guarantee of or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnificationinto another contingent obligation with respect to, the adjustment of the purchase price other Debt or other similar adjustments;liability of any other Person (other than another Loan Party) to the extent such Debt is permitted under Section 9.05. (mk) Debt Obligations in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts;Swap Agreements (other than Secured Swap Agreements) that are not prohibited under Section 9.17. (nl) unsecured Debt of the Parent owing to ARP which is incurred by after the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect Effective Date in a principal amount necessary to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligationsconsummate the Specified Transaction; provided 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; (o) Debt is non-recourse Debt of a Consolidated Subsidiary of to any party other the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregateParent.

Debt. None of Other than the Borrower or Debt, the Loan Parties obligations under the Subordinate Notes, and a Permitted Guaranty, Borrowers shall not and shall not permit any of its Consolidated Subsidiaries will other Loan Party to create, incur, create guaranty or assume any debt (including without limitation Guaranteed Indebtedness) other than (i) Permitted Trade Payables or (ii) FF&E Financings, in an aggregate amount not to exceed the Maximum Permitted Trade Payables/FF&E Financings. Borrowers shall not and shall not allow any Loan Party to permit any trade payables (including but not limited to Permitted Trade Payables) to be outstanding for more than sixty (60) days. BHOC, BHAC and Bristol shall not modify the terms of the Acquisition Facility in any way which limits the ability or right of any Loan Party to (w) amend, restate or satisfy the terms and conditions of this Agreement or the other Loan Documents, (x) refinance, prepay or repay the Debt, except: (ay) the Notes acquire, loan or dispose of any property or other Obligations asset, or any guaranty of interest therein, or suretyship arrangement for the Notes acquire or enter into, or provide any services under any Property Management Agreement or other Obligations; management agreement or (bz) Debt otherwise conduct such Loan Party's business, except in the case where the consequences, direct or indirect, of any violation of this covenant could not reasonably be expected to, either individually or in the aggregate, cause a Material Adverse Change. Notwithstanding the foregoing, without the consent of the Borrower disclosed Administrative Agent and the Requisite Lenders, which consent may be withheld in Schedule 9.01their sole discretion, no Permitted Pledge or Permitted Guaranty may be amended, restated, supplemented or otherwise modified except that Administrative Agent and the Requisite Lenders will not unreasonably withhold their consent to the modification of a Permitted Pledge or a Permitted Guaranty if the purpose of such modification is to cure any renewals ambiguity or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of correct any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provisions thereof which may be defective; provided, that such modification shall not adversely affect in any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure material respect the Obligations and is in the possession of the Administrative Agent, and (ii) in the case interest of any Intercompany Debt owing Lender. Borrowers shall and shall cause all other Loan Parties to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with make all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition payments due pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith any FF&E Financings when same are due and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregatepayable.

Debt. None of the The Borrower or will not, and will not permit any of its Consolidated Subsidiaries will other Loan Party to, incur, create create, assume or assume suffer to exist any Debt, except: (a) the Notes Loans or other Secured Obligations arising under the Loan Documents or any Secured Swap Agreement or any guaranty of or suretyship arrangement for the Notes Loans or other ObligationsSecured Obligations arising under the Loan Documents or any Secured Swap Agreement; (b) Debt of the Borrower disclosed in Schedule 9.01, any Loan Party under Purchase Money Security Interests and any renewals or extensions (but Capital Leases not increases) thereofto exceed $2,000,000; (c) accounts payable (for the deferred purchase price of Property Debt associated with worker’s compensation claims, bonds or services) from time to time incurred surety obligations required by Governmental Requirements or by third parties in the ordinary course of business whichin connection with the operation of, if greater than 90 days past or provision for the invoice or billing dateabandonment and remediation of, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established thereforthe Oil and Gas Properties; (d) [Reserved](i) Debt between the Borrower and its Subsidiaries that are Loan Parties, (ii) Debt between the Subsidiaries of the Borrower which are Loan Parties, and (iii) Debt extended to the Borrower and its Subsidiaries which are Loan Parties by any other Loan Party; provided that (1) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Loan Party, and (2) any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Secured Obligations on terms set forth in the Guaranty Agreement; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation endorsements of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation negotiable instruments for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred collection in the ordinary course of business; (lf) Debt obligations to royalty, overriding and working interest owners, joint interest obligations, trade payables and other lease operating expenses incurred by in the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment ordinary course of the purchase price or other similar adjustmentsbusiness which are not more than ninety (90) days past due; (mg) Debt associated with appeal bonds and bonds or sureties provided to any Governmental Authority or to any other Person in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of the Oil and Gas Properties; (h) Debt in respect of netting servicesSenior Unsecured Notes; provided that (i) after giving effect to the incurrence or issuance thereof, overdraft protections the Borrower shall be in compliance on a pro forma basis with the financial covenants, (ii) the Borrowing Base shall be adjusted as set forth in Section 2.07(e), and similar arrangements in each case in connection with cash management or deposit accountsthe Borrower shall make any prepayment required by Section 3.04(c)(iii); (ni) Debt incurred by To the Borrower or any of its Consolidated Subsidiaries extent constituting reimbursement Debt, obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claimsSwap Agreements; (j) other Debt, health, disability or not to exceed $3,000,000 in the aggregate at any one time outstanding; (k) any guarantee of any other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with Debt permitted to be incurred hereunder; (l) Debt in respect of the Second Lien Notes (including Permitted Refinancing Debt thereof) that is subject to similar reimbursement type obligationsthe terms of the Second Lien Intercreditor Agreement; provided that upon the drawing of such letters of credit or after giving effect to the incurrence or issuance thereof, the Borrower shall be in compliance on a pro forma basis with the financial covenants; and (m) obligations in respect of such Debt, any Borrower Preferred Units so long as such obligations are reimbursed within 30 days following such drawing not classified as debt under GAAP or incurrence; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary no mandatory redemption payment is acquired, existing prior thereto)then due; provided, however, that even if such Debt exists at the time of Issuer Preferred Units are classified as debt under GAAP or a mandatory redemption payment is due thereunder (“Reclassified Units”), such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (pReclassified Units shall still be deemed permitted under this Section 9.02(m) Debt of as long as the Borrower not otherwise described under subparagraphs (a) through (o) above not is in pro forma compliance with Section 9.01 measured upon giving effect to exceed $50,000,000 in the aggregatesuch Reclassified Units.

Debt. None Neither such Loan Party nor any of the Borrower Mexican Subsidiaries shall incur or any of its Consolidated Subsidiaries will incur, create or assume maintain any Debt, exceptother than: (a) the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligations; (b) Debt of the Borrower disclosed in described on Schedule 9.01, and any renewals or extensions (but not increases) thereof6.9; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith Guaranties permitted by appropriate proceedings if reserves adequate under GAAP shall have been established thereforSection 7.14; (d) [Reserved]Capital Leases of Equipment and purchase money Debt incurred to purchase Equipment; provided, that (i) Liens securing the same attach only to the Equipment acquired by the incurrence of such Debt, and (ii) the aggregate amount of such Debt (including Capital Leases) outstanding does not exceed $20,000,000 at any time; (e) subject to Section 7.38, Debt associated evidencing a refinancing, refunding, renewal or extension of the Debt described on Schedule 6.9; provided, that (i) the principal amount thereof is not increased (other than with bonds respect to any reasonable fees and other costs of refinancing), (ii) the Liens, if any, securing such refinanced, refunded, renewed or surety obligations pursuant extended Debt do not attach to Governmental Requirements any assets in connection addition to those assets, if any, securing the Debt to be refinanced, refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Closing Date (other than a Person that, with the operation prior written consent of any Pipeline Propertiesthe Administrative Agent and the Majority Lenders, became an obligor or guarantor of such Debt subsequent to the Closing Date) shall become an obligor or guarantor thereof and (iv) the terms of such refinancing, refunding, renewal or extension, taken as a whole, are no less favorable to the applicable Loan Party and to the Administrative Agent and the Lenders than the terms of the original Debt (other than with respect to (x) the rate of interest on such refinanced, refunded, renewed or extended Debt, provided such rate of interest is not in excess of the market rate at such time for such Debt and (y) premiums due and payable upon an optional redemption of such refinanced, refunded, renewed or extended Debt); (f) unsecured Debt under Hedging Agreements of (i) the Parent or FMXI to Foamex, but solely to the extent expressly permitted under Section 9.077.12 and clause (o) of the defined term Restricted Investment, (ii) any wholly-owned Domestic Subsidiary of Foamex (other than a Borrower) to a Borrower or another wholly-owned Domestic Subsidiary of Foamex; provided, however, that the aggregate amount of such Debt owing by all such wholly-owned Domestic Subsidiaries of Foamex shall not exceed $500,000 at any time outstanding, (iii) Foamex Canada to Foamex; provided, however, that the aggregate amount of such Debt of Foamex Canada to Foamex shall not exceed $5,000,000 at any time outstanding, (iv) any Mexican Subsidiary to any other Mexican Subsidiary or to any wholly-owned Subsidiary of a Mexican Subsidiary, (v) any Mexican Subsidiary to Foamex, but solely to the extent expressly permitted by clause (o) of the defined term Restricted Investment and (vi) Foamex to Foamex Canada in order to comply with Section 7.35; provided, that Foamex shall incur such Debt only to the extent that a Distribution made by Foamex Canada to Foamex in the amount of such Debt would result in negative tax consequences to Foamex or Foamex Canada; (g) Intercompany unsecured Permitted Subordinated Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general Foamex and administrative costs and expenses Foamex Capital in respect of the Borrower in accordance with past practicesSenior Secured Notes up to an aggregate principal amount of $300,000,000; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement[Intentionally Omitted]; (j) unsecured guarantees the Term Loan B Obligations (but no increase in the principal amount thereof except to the extent interest payable thereon is paid in kind and not in cash as permitted by the terms of Subsidiary obligations (other than obligations for borrowed moneythe Term Loan B Agreement); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business[Intentionally Omitted]; (l) Debt of the Mexican Subsidiaries owing to non-Affiliates thereof (other than to Scotiabank Inverlat S.A.) in an aggregate principal amount not to exceed $5,000,000 incurred since the Closing Date and at any time outstanding; provided, that any such Debt incurred by a Mexican Subsidiary to Scotiabank Inverlat S.A. shall be upon terms disclosed in reasonable detail to the Borrower Administrative Agent and no less favorable to such Mexican Subsidiary than would be obtained in a comparable arm's length transaction with a third party who is not an Affiliate; and provided further that to the extent any Mexican Subsidiary incurs any such Debt after the Closing Date and the assets of or its Consolidated Subsidiaries equity in an acquisition or Disposition under agreements providing for indemnificationsuch Mexican Subsidiary is subsequently disposed of, upon the consummation of such disposition, the adjustment amount of such Debt outstanding immediately prior to such disposition (and not repaid in anticipation of such disposition) shall reduce on a dollar-for-dollar basis the amount set forth in sub-clause (x) of the purchase price or other similar adjustments;proviso to the last sentence of Section 3.4(f); and (m) Debt of any Mexican Subsidiary in respect of netting services, overdraft protections and similar arrangements Hedge Agreements entered into by such Mexican Subsidiary in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any ordinary course of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) business for non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $50,000,000 in the aggregatespeculative purposes.

Debt. None of the Borrower or any of its Consolidated Subsidiaries will Create, incur, create assume, permit, guarantee, or assume otherwise become or remain, directly or indirectly, liable with respect to any Debt, except: (a) Debt evidenced by this Agreement and the Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other ObligationsLoan Documents; (b) Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Pipeline Properties; (f) Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Capitalized Lease Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor), subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred entered into in the ordinary course of business; (lc) Contingent Obligations resulting from the endorsement of instruments for collection in the ordinary course of business; (d) Debt consisting of unsecured guarantees by a Loan Party or its Subsidiaries with respect to Debt of a Loan Party or one of its Subsidiaries, to the extent that the DB2/ 43206048.6 Person that is obligated under such guaranty would have been permitted to incur such underlying Debt pursuant to this Section 6.1; (e) Debt set forth on Schedule 6.1 and any Refinancing Indebtedness in respect of such Debt; (f) Debt owed to any Person providing property, casualty, liability, or other insurance to a Loan Party or any of its Subsidiaries which Debt is incurred in the ordinary course of business, so long as the amount of such Debt is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Debt is incurred and such Debt is outstanding only during such year; (g) Debt incurred by in the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition ordinary course of business under agreements providing for indemnificationperformance, the adjustment of the purchase price or other similar adjustmentssurety, statutory, and appeal bonds; (mh) Debt in respect of netting services, services and overdraft protections and similar arrangements in each case in connection with cash management or deposit accountsDeposit Accounts; (ni) Debt incurred by any Loan Party or its Subsidiaries arising from agreements providing for indemnities, adjustment of purchase price or similar obligations (but excluding Debt consisting of the deferred purchase price of property acquired in a Permitted Acquisition) or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of such Loan Party or Subsidiary pursuant to such agreements, in connection with acquisitions (including Permitted Acquisitions) or dispositions of any business or Assets permitted pursuant to Section 6.6 hereof; (j) (i) Earn-outs incurred under the Cortina Purchase Agreement, and (ii) any other Debt owing to sellers of assets or Securities to a Borrower or its Subsidiaries (including Debt consisting of the deferred purchase price of property acquired in a Permitted Acquisition) that is incurred by the applicable Borrower or Subsidiary in connection with the consummation of one or more Permitted Acquisitions so long as (A) such Debt is subordinated to the Obligations on terms and conditions reasonably acceptable to Lender, unless (x) the principal amount of any such Debt does not exceed $1,000,000, and the aggregate principal amount of all such Debt does not exceed $2,000,000 or (y) such Debt is unsecured and does not provide for any payments of principal or interest prior to the date that is six months after the Term Loan Maturity Date, and (B) such Debt is otherwise on terms and conditions (including all economic terms and conditions and the absence of covenants) reasonably acceptable to Lender; (k) Debt (i) assumed in connection with any Permitted Acquisition or (ii) incurred to finance a Permitted Acquisition, in each case, that is without recourse to any Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of creditother than (x) any Borrower or Subsidiary that owns the assets acquired in such Permitted Acquisition, bank guarantees and (y) any Borrower or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided Subsidiary that upon holds 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; (o) non-recourse Debt of a Consolidated Subsidiary Securities of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, Person that such Debt exists at owns the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or assets acquired in connection with such acquisitionPermitted Acquisition (solely with respect to such Securities but otherwise without recourse to such Borrower or Subsidiary), and so long as both immediately before and immediately after giving pro forma effect thereto, no Unmatured Event of Default or Event of Default shall have occurred and be continuing, or shall DB2/ 43206048.6 result therefrom; provided that the aggregate principal amount of any such Debt described in this clause (k) shall not exceed $7,500,000 at any one time outstanding; (l) Debt owing to any other Borrower or a Subsidiary of a Borrower that is a Loan Party so long as such Person is a party to the Intercompany Subordination Agreement; and (pm) other unsecured Debt of the Borrower not otherwise described under subparagraphs specified in clauses (a) through (ok) above of this Section 6.1 in an aggregate principal outstanding amount not to exceed exceed, in addition to the Debt listed above, $50,000,000 in the aggregate2,500,000 at any time.

Debt. None of the The Borrower or will not, and will not permit any of its Consolidated Subsidiaries will Subsidiary to, incur, create create, assume or assume suffer to exist any Debt, except: (a) the Notes or other Obligations Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Obligations;Indebtedness arising under the Loan Documents. (b) Debt of the Borrower disclosed and its Subsidiaries existing on the date hereof that is reflected in Schedule 9.01, and any renewals or extensions (but not increases) thereof;the Financial Statements. (c) accounts payable (for and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services) , from time to time incurred in the ordinary course of business which, if which are not greater than 90 ninety (90) days past the date of invoice or billing date, which are being contested in good faith by appropriate proceedings if action and for which adequate reserves adequate under GAAP shall have been established therefor;maintained in accordance with GAAP. (d) [Reserved];Debt of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including obligations under Capital Leases and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such asset prior to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that (i) such Debt is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed $1,000,000. (e) Debt associated with bonds or surety obligations pursuant to required by Governmental Requirements in connection with the operation of any Pipeline the Oil and Gas Properties;. (f) intercompany Debt under Hedging Agreements permitted under Section 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is between (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations Borrower and is in the possession of the Administrative Agent, Parent and (ii) the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that (1) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than, in the case of the Parent Loan, the Parent and otherwise, the Borrower or one of its Wholly-Owned Subsidiaries, (2) any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement, (3) any such Debt shall not have any scheduled amortization prior to April 19, 2011, (4) in the case of any Intercompany Debt owing to an Obligor from a Consolidated Subsidiary (other than an Obligor)the Parent Loan, subordinated no payments may be made to the Obligations upon terms extent that prior to and conditions satisfactory after giving effect to such payment, the Administrative Agent;Borrower would have unused Commitments of not less than 33% of the then available aggregate Commitments and (5) in the case of the Parent Loan, the Borrower will not make and the Parent will not accept any payments if an Event of Default is occurring and continuing or would result. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries 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. (li) Debt incurred by the Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or other similar adjustments; (m) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred vendor financing provided by the Borrower or any of Midland Pipe Corporation and its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above affiliates not to exceed $50,000,000 15,000,000 in the aggregateaggregate at any one time outstanding. (j) other Debt not to exceed $1,000,000 in the aggregate at any one time outstanding.

Debt. None of the Borrower or The Parent will not, and will not permit any of its Consolidated Subsidiaries will Restricted Subsidiary to, incur, create create, assume or assume suffer to exist any Debt, except: (a) the Notes or other Obligations Indebtedness arising under the Loan Documents and Secured Swap Agreements or any guaranty of or suretyship arrangement for the Notes Indebtedness arising under the Loan Documents or other Obligations;any Secured Swap Agreement. (b) Debt of the Borrower disclosed in Parent and the Restricted Subsidiaries existing on the Effective Date that is reflected on Schedule 9.019.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing); provided that all such Debt of any renewals or extensions (but Loan Party owed to any Restricted Subsidiary that is not increases) thereof;a Loan Party shall be subordinated to the Indebtedness on terms reasonably satisfactory to the Administrative Agent. (c) accounts payable (for and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services) , from time to time incurred in the ordinary course of business which, if which are not greater than 90 days past the date of invoice or billing date, which are being contested in good faith by appropriate proceedings if action and for which adequate reserves adequate under GAAP shall have been established therefor;maintained in accordance with GAAP. (d) [Reserved];Debt under Capital Leases or Purchase Money Debt not to exceed $5,000,000 in the aggregate at any time outstanding. (e) Debt associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations pursuant to Governmental Requirements required by Law or third parties in connection with the operation of any Pipeline Properties;the Loan Parties’ Properties and otherwise in the ordinary course of business. (f) intercompany Debt under Hedging Agreements between the Borrower and any other Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted under by Section 9.07; (g) Intercompany Debt9.05(g); provided that such Debt is not held, providedassigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries except pursuant to the Loan Documents, and, provided further, that any such Intercompany Debt owed by any Loan Party to a Restricted Subsidiary that is (i) if in excess of $5,000,000, evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from not a Consolidated Subsidiary (other than an Obligor), Loan Party shall be subordinated to the Obligations upon Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent;. (g) Debt resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, draft or similar instrument presented by the Parent or any Restricted Subsidiary in the ordinary course of business against insufficient funds. (h) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not constituting an Event of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices;Default. (i) Debt of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower incurred or any other Restricted Subsidiary, or is merged or consolidated with or into the Borrower or any Restricted Subsidiary, in connection with a senior or subordinated unsecured note offering transaction permitted by this Agreement, and extensions, renewals, Refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) no Event of Default has occurred such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Restricted Subsidiary and is continuing or would occur after giving effect to not created in contemplation of such incurrenceevent, (ii) after giving effect to neither the incurrence Parent nor any of such Debt on a pro forma basis, the Borrower Restricted Subsidiaries shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower liable for such Debt, (iii) the Parent is in Pro Forma Compliance with the financial covenants contained in Section 9.01, (iv) the principal amount of such Debt does not exceed $1,000,000 in the aggregate at any time outstanding, and (v) any such Debt has a maturity date at least one year beyond not sooner than 180 days after the Termination Date with respect to the Term Loan Facility and (iv) the documentation for which contains covenants no more restrictive than those set forth in this Agreement;Maturity Date. (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business; (l) Debt incurred by the Borrower entering into of any guarantee of or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnificationinto another contingent obligation with respect to, the adjustment of the purchase price other Debt or other similar adjustments;liability of any other Person (other than another Loan Party) to the extent such Debt is permitted under Section 9.05. (mk) Debt Obligations in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts;Swap Agreements (other than Secured Swap Agreements) that are not prohibited under Section 9.17. (nl) other unsecured Debt incurred by after the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided 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; (o) non-recourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above Effective Date not to exceed $50,000,000 25,000,000 in the aggregateaggregate at any time outstanding.