Common use of Debt Clause in Contracts

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt incurred in the ordinary course of business owed 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, 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 $5,000,000 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 ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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; and (n) 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. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) (i) the Obligations and (ii) the Banking Services Obligations; (b) [Reserved]; (c) intercompany Debt incurred in the ordinary course of business owed by any Credit Party owing 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, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (d) Purchase Money Debt purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in an aggregate principal amount not to exceed $5,000,000 at any timethe last paragraph of this Section 6.1; (e) Hedging Arrangements to the extent not prohibited permitted 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 ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (hg) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority[Reserved]; (ih) without duplication, guarantees a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt existing on arising from the Closing Date and set forth in Schedule 6.1 including extensionsfinancing of insurance premium of the Borrower or any Subsidiary, replacements and refinancings thereof which do not increase so long as (i) the principal amount (excluding any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as shall not be in excess of the date amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such extension or refinancinginsurance policy, (ii) is otherwise on customary terms, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt representing deferred compensation not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to employees the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the Credit Parties incurred limitations in the ordinary course last paragraph of business in an aggregate amount this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to exceed $1,000,000be Collateral under Section 5.6; (l) unsecured Debt consisting in respect of (iInvestments permitted by Section 6.3(d), Section 6.3(e) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of businessand Section 6.3(n); (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount thereof of Debt permitted under this clause (m) shall not exceed $5,000,000 2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence).

Debt. No Credit Party shallThe Borrower will not, nor shall it and will not permit any of its Subsidiaries Subsidiary to, incur, create, assume, incuror permit to exist any Debt, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Debt to the ObligationsBanks pursuant to the Loan Documents; (b) intercompany Debt described on Schedule 10.1 hereto, and any extensions, renewals, or refinancings thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension, or refinancing; (c) Intercompany Debt owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees incurred in the ordinary course of business owed 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, including with respect to pluggingsurety and appeal bonds, facility removal performance and abandonment of its Oil return-of-money bonds, and Gas Properties; (d) Purchase Money Debt or Capital Leases in an aggregate principal amount other similar obligations not to exceed $5,000,000 exceeding at any time; time outstanding One Million Dollars (e$1,000,000) Hedging Arrangements to the extent not prohibited under Section 6.15in aggregate liability; (f) Debt arising in connection with non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and only if such agreements are approved in writing by the Agent, which approval may be given or withheld in the form of accounts payable to trade creditors for goods or services and current operating liabilities Agent's sole discretion; (other than for borrowed moneyg) which in each case is not more than 90 days past dueGuarantees, in each case incurred in the ordinary course of business, unless contested of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in good faith the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by appropriate proceedings the Borrower and adequate reserves for such items have been the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made in accordance with GAAPto Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (gh) Debt contingent obligations arising from under indemnity agreements to title insurers to cause such title insurers to issue to the endorsement of instruments for collection Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority;; and (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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 addition to that specifically described 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as clauses (a) the amount of such payment is not determinable by the parties to the purchase or through (bh) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, 10.1 which in the aggregate principal amount thereof shall does not exceed One Million Dollars ($5,000,000 1,000,000) at any timetime outstanding.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than than: (i) Prepetition Debt outstanding on the following Petition Date and set forth in Schedule 4.01(r) (collectivelyincluding, without limitation, the “Permitted Indebtedness under the Prepetition Loan Documents and the Senior Subordinated Notes) without giving effect to any extensions, renewals and replacements of any such Debt”): (a) the Obligations; (bii) intercompany Debt under the Loan Documents; (iii) Debt in respect of Hedge Agreements incurred in the ordinary course of business and providing protection to the Borrower and its Subsidiaries against fluctuations in currency values or commodity prices in connection with the Borrower’s or any of its Subsidiaries’ operations, in either case; provided that such Hedge Agreements are bona fide hedging activities and are not entered into for speculative purposes; (iv) (A) Debt owed by any Credit Loan Party to any other Credit Loan Party; , (B) Debt owed to any non-Debtor Subsidiary by any Loan Party and (C) Debt owed by any non-Debtor Subsidiary to any Loan Party in an amount not exceeding the amount of any Investment made pursuant to, and permitted under, Section 5.02(e)(vi), provided that, (x) to the extent that the Administrative Agent requires that an intercompany loan is evidenced by a promissory note, such Debt is subordinated promissory note shall be in form and substance satisfactory to the Administrative Agent, (y) each intercompany loan owed by a Loan Party to a non-Debtor Subsidiary shall be subject to subordination provisions in form and substance satisfactory to the Administrative Agent to be contained in the respective intercompany note, subordinating the obligations of such Loan Party thereunder to the Obligations of such Loan Party under this Agreement and is also permitted the other Loan Documents and (z) each intercompany loan owed to a Loan Party shall be pledged by that Loan Party as security under Section 6.3the Collateral Documents and will be subject to a perfected Lien granted in favor of the Administrative Agent and the Lenders pursuant to the Orders; (cv) Debt consisting of sureties or bonds secured by Liens permitted by Section 5.02(a)(iv) and similar obligations provided Capitalized Leases arising after the Closing Date not to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (d) Purchase Money Debt or Capital Leases in exceed an aggregate principal amount not equal to exceed $5,000,000 2,500,000 at any timetime outstanding; (evi) 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 ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (hvii) Debt consisting of liabilities incurred guaranty Obligations in the ordinary course of business under workers’ compensation claims required by Governmental Authorityof the obligations of suppliers, customers, franchisees and licensees of the Borrower and its Subsidiaries; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (jviii) Debt existing on the Closing Date and set forth in Schedule 6.1 including extensionsrespect of any bankers’ acceptance, replacements and refinancings thereof which do not increase the principal amount (excluding any expenses letter of credit, warehouse receipt 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, similar facilities entered into in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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; and (n) 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. No Credit Party shallNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, create, assume, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Obligations under this Agreement and the Obligations;other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (b) intercompany Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (c) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to and (3) representing customer deposits and advance payments received in the Obligations and is also permitted under Section 6.3; (c) Debt consisting ordinary course of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment business from customers for goods purchased in the ordinary course of contingent liabilities of a Credit Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (d) Purchase Money Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any timebusiness; (e) Hedging Arrangements Debt with respect to the extent not prohibited under Section 6.15; (f) cash management obligations and other Debt in the form respect of accounts payable to trade creditors for goods or services automatic clearing house arrangements, netting services, overdraft protection and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past duesimilar arrangements, in each case incurred in the ordinary course of business; (f) Debt incurred in connection with surety bonds, unless contested performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in good faith by appropriate proceedings and adequate reserves for such items have been made the ordinary course of business or referred to in accordance with GAAPSection 7.2(e); (g) Debt arising from described on Schedule 7.1 as of the endorsement of instruments Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased, (h) unsecured Debt (which for collection further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business; (h) ), in addition to the Debt consisting of liabilities incurred listed above, in the ordinary course of business under workers’ compensation claims required by Governmental Authority;an aggregate outstanding amount not at any time exceeding $250,000; and (i) without duplication, guarantees of Subordinated Debt otherwise permitted under entered into in accordance with this Section 6.1; (j) Debt existing on the 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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; and (n) 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 timeAgreement.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any manner become liableRefinancing Debt extending, directly, indirectly, refunding or contingently refinancing such Surviving Debt; (iv) in respect of, any Debt the case of each Loan Party (other than the following (collectively, the “Permitted Debt”):Parent Guarantor) and its Subsidiaries, (aA) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the Obligations;aggregate $10,000,000 at any time outstanding, (bB) intercompany (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business owed by and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Credit Party to Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any other Credit Party; provided that such Debt is subordinated to of the Obligations and is also permitted under covenants contained in Section 6.35.04; (cv) in the case of the Parent Guarantor and the Borrower, 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, including with respect to plugging, facility removal and abandonment of its Oil and Gas PropertiesCustomary Carve-Out Agreements; (dvi) Purchase Money Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form endorsements 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 ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (hvii) recourse secured Debt, provided that such Debt consisting of liabilities incurred (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the ordinary course aggregate at any time outstanding 10% of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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 dueTotal Asset Value; and (nviii) unsecured Debt the incurrence of which would not otherwise permitted result in a Default under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any time5.04.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (ai) in the Obligations;case of the Borrower, (b) intercompany Debt incurred in the ordinary course of business owed 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, 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 $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (fA) Debt in the form respect of accounts payable Hedge Agreements designed to trade creditors for goods hedge against fluctuations in interest rates or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past duecommodity pricing, in each case incurred in the ordinary course of businessbusiness and consistent with prudent business practice, (B) Debt owed to a Loan Party; and (C) Debt incurred by the Borrower (which may be guaranteed by the Guarantors) in connection with the issuance of unsecured senior notes (the “Permitted Senior Notes”); provided that (1) no Default or Event of Default shall have occurred and be continuing at the time of any such issuance or would be caused by such issuance, unless contested (2) the Borrower shall be in good faith pro forma compliance with the financial covenants set forth in Section 5.04 after giving effect to the incurrence of such Debt and shall provide the Administrative Agent and Lenders with a pro forma compliance certificate evidencing such compliance at least 10 days (or such shorter period as may be agreed to by appropriate proceedings the Administrative Agent) in advance of any such Debt issuance, (3) such Debt shall rank no higher than pari passu with the Obligations, (4) the maturity of such Debt shall be at least six (6) months after the latest Termination Date, (5) the terms of such Debt may not restrict, limit or otherwise encumber the ability of the Borrower or any Subsidiary to grant Liens in favor of the Administrative Agent or any Lender under this Agreement or any other Loan Document, and adequate reserves for (6) such items have been made Debt shall otherwise be issued on terms and conditions reasonably satisfactory to the Administrative Agent. (ii) in the case of any Subsidiary of the Borrower, (a) with respect to any Subsidiary of the Borrower that is a Loan Party, Debt owed to the Borrower or to any other Loan Party and (b) with respect to any Subsidiary of the Borrower that is not a Loan Party, Debt owed to any other Subsidiary of the Borrower that is not a Loan Party; and (iii) the Guaranties and, in the case of the Loan Parties and their Subsidiaries, (A) Debt under the Loan Documents; (B) So long as no Default has occurred and is continuing, Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding; provided that to the extent any Debt is created, incurred or assumed in compliance with this clause (B) while no Default has occurred and is continuing, such Debt shall continue to be permitted under this clause (B) in the event that a Default has occurred and is continuing; (C) Capitalized Leases (other than those permitted by clause (F) below) not to exceed in the aggregate $10,000,000 at any time outstanding, and in the case of Capitalized Leases to which any Subsidiary of a Loan Party is a party, Debt of the Loan Party of the type described in clause (j) of the definition of Debt guaranteeing the obligations of such Subsidiary under the Capitalized Leases permitted under this clause (C); (D) Debt of any Person that becomes a Subsidiary of the Borrower after the Effective Date in accordance with GAAPthe terms of Section 5.02(f) which Debt does not exceed $10,000,000 in the aggregate and is existing at the time such Person becomes a Subsidiary of the Borrower; (gE) So long as no Default has occurred and is continuing, other unsecured Debt arising from of the endorsement Borrower in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; provided that to the extent any Debt is created, incurred or assumed in compliance with this clause (E) while no Default has occurred and is continuing, such Debt shall continue to be permitted under this clause (E) in the event that a Default has occurred and is continuing; (F) the Surviving Debt set forth on Schedule 5.02(b), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; (G) Contingent obligations of the Loan Parties or any of their Subsidiaries in an amount not to exceed $10,000,000; provided that such contingent obligations are unsecured; (H) Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (hI) Debt consisting in respect of liabilities incurred in the ordinary course letters of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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 credit in an aggregate amount not to exceed $1,000,00010,000,000 at any time outstanding; (lJ) Debt consisting in respect of (i) indemnification obligations in connection with bonds and letters of credit related to self insurance and insurance programs and policies of the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of businessLoan Parties and their respective Subsidiaries; (mK) unsecured Debt consisting Obligations in respect of any purchase price adjustments to which a seller may become entitled the Borrower’s Non-Qualified Deferred Compensation Plan to the extent of assets of such payment is determined by a closing purchase price adjustment or such payment depends plan are 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 dueBorrower’s balance sheet; and (nL) unsecured Guarantee obligations of the Guarantors in respect of Debt not otherwise of the Borrower permitted under the preceding provisions of this pursuant to Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any time5.02(b)(i)(C).

Debt. No Credit Party shallParent and the Borrower will not, nor shall it and will not permit any of its Subsidiaries Consolidated Subsidiary to, create, assume, incur, suffer assume or permit to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (ai) Debt created under the ObligationsLoan Documents; (bii) intercompany Debt incurred in respect of the ordinary course Senior Notes, the New Senior Notes (Issued 2010) and the New Senior Notes (Issued 2011) in an aggregate principal amount of business owed by all such Debt not exceeding $440,000,000 at any Credit Party to any other Credit Partytime outstanding; provided that such Debt is subordinated the net cash proceeds of the New Senior Notes (Issued 2010) shall be applied to redeem the Senior Notes until redeemed in full (it being understood that to the Obligations extent New Senior Notes (Issued 2010) are issued prior to the date that the Senior Notes may be redeemed pursuant to their terms and is also any redemption notice delivered with respect thereto, the Senior Notes may remain outstanding until the first date that they are permitted under Section 6.3to be so redeemed); (ciii) 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 under 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 Debt or Capital Leases Term Loan Documents in an aggregate principal amount not to exceed (a) $5,000,000 at any time135,000,000 in respect of term loans and (b) €40,000,000 in respect of the Revolving Facility (as defined in the Term Loan/Euro RCF Agreement); (iv) (a) Debt among the Loan Parties, (b) subject to Section 11.5, Debt owed by a Loan Party to another member of the Group that is not a Loan Party, (c) Debt among the Foreign Consolidated Subsidiaries (other than Loan Parties), (d) Debt owed by the Foreign Consolidated Subsidiaries of the Borrower to the Loan Parties and (e) Hedging Arrangements the LuxFinCo-U.S. Holdings Note, provided in the case of Debt owed by the Foreign Consolidated Subsidiaries of the Borrower to the extent Loan Parties incurred after the Closing Date, the aggregate principal amount of such Debt outstanding shall not prohibited exceed $25,000,000 at any one time when aggregated with the Investments made by the Loan Parties in the Equity Interests of Foreign Consolidated Subsidiaries of the Borrower as permitted under Section 6.1511.5(b); provided further (i) all such Debt shall be evidenced by promissory notes and, except with respect to any Debt owing to any Foreign Consolidated Subsidiary, all such notes shall, subject to the Intercreditor Agreement, be subject to the Security Interest of the Agent, and (ii) except with respect to any intercompany Debt among Foreign Consolidated Subsidiaries (other than Loan Parties), all such Debt shall be unsecured and subordinated in right of payment to the payment in full of the Debt pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to Agent; (fv) Guarantees by the Borrower of Debt of any Consolidated Subsidiary of the Borrower and by any Consolidated Subsidiary of Debt of the Borrower or any other Consolidated Subsidiary of the Borrower, provided that Guarantees by the Borrower or any Subsidiary Loan Party of the Borrower of Debt of any Consolidated Subsidiary that is not a Loan Party shall be subject to Section 11.5; (vi) Debt in respect of Hedging Agreements; (vii) Debt incurred by the form Borrower or any Consolidated Subsidiary of accounts payable the Borrower constituting reimbursement obligations with respect 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 letters of credit issued in the ordinary course of business, unless contested including letters of credit in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAPrespect of workers’ compensation claims or self-insurance; (gviii) Debt outstanding on the date hereof and listed on Annex VI and any refinancings, refundings, renewals, extensions or replacements thereof (without shortening the maturity of, or increasing the principal amount thereof (except to the extent of fees, premiums and interest on such Debt and payable in connection with such refinancings, refundings, renewals, extensions or replacements thereof)); (ix) Debt of a Consolidated Subsidiary acquired pursuant to a Permitted Acquisition (or Debt assumed by the Parent or any Wholly-Owned Subsidiary of the Parent pursuant to a Permitted Acquisition as a result of a merger or consolidation or the acquisition of an asset securing such Debt), so long as (A) such Debt was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, (B) other than in the case of such Debt of the Permitted Acquisition of the target referred to as “Drummet”, the aggregate principal amount of all such Debt shall not exceed $20,000,000 at any one time outstanding and (C) in the case of such Debt of the Permitted Acquisition of the target referred to as “Drumet”, the aggregate principal amount of such Debt shall not exceed $107,000,000 Polish zlotys at any one time outstanding; (x) Debt arising from the endorsement honoring by a bank or other financial institution of instruments for collection a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within five (5) Business Days of its incurrence; (xi) without duplication, Debt permitted as Investments pursuant to Section 11.5; (xii) Debt with respect to workmen’s compensation claims, self-insurance, performance bonds, surety bonds, appeal bonds or other similar bonds required in the ordinary course of business that do not result in a Default or an Event of Default; (xiii) Debt of the Borrower or any Consolidated Subsidiary of the Borrower consisting of take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (hxiv) additional Debt (whether or not secured, including without limitation, Capital Lease Obligations, mortgage financings or purchase money obligations) and any refinancings, refundings, renewals, extensions or replacements thereof (without shortening the maturity of, or increasing the principal amount thereof (except to the extent of fees, premiums and interest on such Debt and payable in connection with such refinancings, refundings, renewals, extensions or replacements thereof)); provided that the aggregate principal amount of all such Debt shall not exceed $25,000,000 for all such Debt at any time outstanding; (xv) Debt, if any, arising from agreements of the Borrower and the Consolidated Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Consolidated Subsidiary otherwise permitted under this Agreement; (xvi) Debt, if any, arising from the contingent payment in respect of the Merger pursuant to Section 2.10 of the Merger Agreement; (a) Debt of any Acquired Loan Party or any Foreign Consolidated Subsidiary of the Borrower (whether or not secured), consisting of liabilities local lines of credit incurred in the ordinary course of business of such Acquired Loan Party or Foreign Consolidated Subsidiary of the Borrower and not guaranteed by Parent, the Borrower or any Loan Party (other than any Acquired Loan Party) and any refinancings, refundings, renewals, extensions or replacements thereof (without shortening the maturity of, or increasing the principal amount thereof (except to the extent of fees, premiums and interest on such Debt and payable in connection with such refinancings, refundings, renewals, extensions or replacements thereof)); provided that the aggregate principal amount of all such Debt shall not exceed the United States dollar equivalent of $40,000,000 at any time outstanding and (b) the Fortis Line of Credit and any refinancings, refundings, renewals, extensions or replacements thereof; provided that the aggregate principal amount of all such Debt under workers’ compensation claims required by Governmental Authoritythis clause (b) shall not exceed the United States dollar equivalent of $10,000,000 at any time outstanding; (ixviii) without duplication, guarantees of Debt otherwise permitted under this Section 6.1The Luxembourg Equity Arrangements to the extent constituting Debt; (jxix) Permitted Additional Indebtedness in an aggregate principal amount of all such Debt existing on not exceeding $200,000,000 at any time outstanding, and any refinancings, refundings, renewals, extensions or replacements thereof (without shortening the Closing Date and set forth in Schedule 6.1 including extensionsmaturity of, replacements and refinancings thereof which do not increase or increasing the principal amount thereof (excluding any expenses or premium incurred except to the extent of fees, premiums and interest on such Debt and payable in connection with any such extensionrefinancings, replacement refundings, renewals, extensions or refinancing) of such Debt as of the date of such extension or refinancingreplacements thereof)); (kxx) Debt representing deferred compensation to employees incurred by the Parent or any of the Credit Parties incurred in the ordinary course its Consolidated Subsidiaries arising from agreements providing for indemnification, adjustment of business in an aggregate amount not to exceed $1,000,000; purchase price or similar obligations (l) including, Debt consisting of (i) the financing deferred purchase price of insurance premiums property acquired in a Permitted Acquisition), or (ii) customary take-or-pay obligations contained in supply from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Parent or any such Consolidated Subsidiary pursuant to such agreements, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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 dueconnection with Permitted Acquisitions; and (nxxi) unsecured Debt not otherwise permitted under Refinancing Indebtedness to the preceding provisions extent that 100% of the cash proceeds therefrom (net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses) are, substantially concurrently with the receipt thereof, applied solely to the prepayment of Term Loans or Incremental Loans (as defined in the Term Loan/Euro RCF Agreement) being so refinanced in full in accordance with of the Term Loan/Euro RCF Agreement on a dollar-for-dollar basis (including all accrued interest, fees and premiums (if any)); provided that (A) Parent and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 11.12 as of the last day of the most recently ended fiscal quarter after giving effect to the incurrence of such Debt, (B) before and after giving effect to the incurrence of any Refinancing Indebtedness, each of the conditions set forth in Section 4.03 of the Term Loan/Euro RCF Agreement shall be satisfied, and (C) the Borrower shall deliver to Agent at least five Business Days prior to the incurrence of such Refinancing Indebtedness (i) a certificate of a Financial Officer, together with all relevant financial information reasonably requested by Agent, demonstrating compliance with clauses (A) and (B) of this Section 6.1; clause (provided thatthat such certificate shall be conclusive evidence that such terms and conditions satisfy such requirements unless Agent provides notice to the Borrower of its objection during such five Business Day period) and (ii) in the case of Permitted First Priority Refinancing Debt, any customary legal opinions and/or reaffirmation agreements reasonably requested by Agent. In the event that any item of Debt meets more than one of the categories set forth above, the aggregate principal Borrower in its sole discretion may classify such item of Debt and only be required to include the amount thereof shall not exceed $5,000,000 and type of such Debt in one or more of such clauses, at any timeits election.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that that, if applicable, such Debt is subordinated to the Obligations and as an investment is also permitted under in 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, 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 $5,000,000 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 duewhich, in each case case, is incurred in the ordinary course of business, as presently conducted and is not more than 90 days past due unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAPGAAP regardless of whether such reserves are required thereunder; (gd) purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $500,000 at any time; provided no Credit Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or incurring the additional indebtedness could reasonably be expected to cause a Default; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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; (mg) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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; and (n) unsecured Funded Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 500,000 at any time; (h) Debt arising from the financing of insurance premiums of any Credit Party, so long as (i) such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) any unpaid amount of such Debt is fully cancelled upon termination of the underlying insurance policy, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (h) shall not exceed $100,000; and (i) unsecured Debt to the extent such unsecured Debt would be an Investment permitted by Section 6.3 (j) guarantees of primary obligations of any other Person; provided that the primary obligations so guaranteed are permitted by this Agreement; and (k) Debt in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business obligations in an aggregate amount not to exceed $100,000.

Debt. No Credit Party shallNot, nor shall it and not suffer or permit any of its Subsidiaries Loan Party to, create, assume, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than except for the following (collectively, Debt of the “Permitted Debt”):Borrower and/or Loan Party Subsidiaries: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) intercompany Debt in respect of Capital Leases and purchase money Debt, in each case incurred in for the ordinary course purpose of business owed by financing all or any Credit Party to any other Credit Partypart of the cost of acquiring, repair, construction or improvement of fixed or capital assets; provided that the aggregate principal amount of all such Debt is subordinated to the Obligations and is also permitted under Section 6.3at any time outstanding shall not exceed $100,000; (c) Debt consisting of sureties or bonds and similar obligations provided the Borrower to any Governmental Authority Loan Party that is a Wholly-Owned Subsidiary of the Borrower or other Person Debt of any Loan Party that is a Wholly-Owned Subsidiary of the Borrower to the Borrower or another Loan Party that is a Wholly-Owned Subsidiary of the Borrower; provided that all such Debt shall be evidenced by a global intercompany demand note in form and assuring payment of contingent liabilities of substance satisfactory to the Agent and pledged and delivered to the Agent pursuant to the applicable Collateral Document as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a Credit Party in connection with manner satisfactory to the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas PropertiesAgent; (d) Purchase Money Debt or Capital Leases described in an aggregate principal amount not to exceed $5,000,000 at Section 7.1 of the Disclosure Letter as of the Closing Date, and any timePermitted Refinancing thereof; (e) Hedging Arrangements Contingent Obligations arising with respect to the extent not prohibited customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 6.157.4; (f) Debt in arising from the form honoring by a bank or other financial institution of accounts payable to trade creditors for goods a check, draft 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 similar instrument drawn against insufficient funds in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for provided that such items have been made in accordance with GAAPDebt is extinguished within two (2) Business Days of notice to the Borrower or the relevant Subsidiary of its incurrence; (g) Debt arising from incurred in connection with the endorsement financing of instruments for collection insurance premiums in the ordinary course of business; (h) guaranties by the Borrower of the Debt consisting of liabilities incurred any Loan Party that is a Wholly-Owned Subsidiary of the Borrower or guaranties by any Subsidiary thereof of the Debt of the Borrower in the ordinary course of business each case so long as such Debt is otherwise permitted under workers’ compensation claims required by Governmental AuthoritySection 7.1(a) or (b); (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1a Permitted AR Facility; (j) Debt existing on the 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) consisting of such Debt as of the date of such extension or refinancingHedging Obligations; (k) unsecured 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 Borrower or any Subsidiary (i) that is convertible into Stock or Stock Equivalents and is validly subordinated by its terms to the financing payment of insurance premiums the Obligations on terms which shall provide that no payments of principal or interest may be made on such Debt prior to the Prepayment Date, (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 seller may become entitled that is validly subordinated by its terms to the extent such payment is determined by a closing of the Obligations on terms reasonably satisfactory to the Agent or (iii) in respect of earn-out, purchase price adjustment or 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; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1similar obligations; provided that, that the aggregate principal amount thereof of all such Debt under this clauses (ii) and (iii) at any time outstanding shall not exceed $5,000,000 at any time10,000,000.

Debt. No Credit Party shallThe Borrower shall not, nor shall it permit any of its Subsidiaries toeither directly or indirectly, create, assume, incur, suffer to existincur or have outstanding any Debt (including purchase money indebtedness), or in any manner become liable, directlywhether as endorser, indirectlyguarantor, surety or contingently in respect ofotherwise, for any Debt debt or obligation of any other than the following (collectivelyPerson, the “Permitted Debt”):except: (a) the ObligationsObligations under this Agreement and the other Loan Documents; (b) intercompany Debt incurred in obligations of the ordinary course of business owed by any Credit Party to any Borrower for Taxes, assessments, municipal or other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3governmental charges; (c) Debt consisting obligations 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 PropertiesBorrower for accounts payable, 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 $5,000,000 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 duemoney borrowed, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (d) Debt of the Borrower to any domestic Wholly-Owned Subsidiary not to exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00) in the aggregate, or Debt of any domestic Wholly-Owned Subsidiary to the Borrower or another domestic Wholly-Owned Subsidiary not to exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00) in the aggregate; provided that such Debt shall be evidenced by a note in form and substance reasonably satisfactory to the Bank and pledged and delivered to the Bank pursuant to the Loan Documents as additional collateral security for the Obligations, and the obligations under such note shall be Subordinated Debt; (e) Hedging Obligations incurred in favor of the Bank, an Affiliate thereof or a Person for bona fide hedging purposes and not for speculation; (f) Capitalized Lease Obligations, provided that the aggregate amount of all such Debt outstanding at any time shall not exceed Fifty Thousand and 00/100 Dollars ($50,000.00) in the aggregate; (g) Debt for Capital Expenditures incurred after the date of this Agreement not to exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00) during the term of this Agreement; (h) Debt consisting of liabilities incurred in described on Schedule 9.1 and any extension, renewal or refinancing thereof so long as the ordinary course of business under workers’ compensation claims required by Governmental Authorityprincipal amount thereof is not increased; (i) without duplicationother unsecured subordinated Debt, guarantees of in addition to the Debt otherwise permitted under this Section 6.1;listed above, in an aggregate amount outstanding at any time not to exceed Fifty Thousand and 00/100 Dollars ($50,000.00). (j) any Debt existing on the 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 seller may become entitled Borrower to the extent such payment is determined by a closing purchase price adjustment Guarantor or such payment depends on the positive performance of the Credit Parties after the closing of such purchase US BioEnergy Corporation so long as such Debt is subordinate to this Loan, is unsecured and not in excess of Two Million and 00/100 Dollars (a$2,000,000) the amount of such payment and is not determinable by the parties subject to the purchase or (b) once execution and delivery of a subordination agreement signed by Guarantor and/or U.S. Bio Energy Corporation in a mutually agreeable form similar to the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) 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 timeagreement attached as Schedule 9.1(j).

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries toDebtor will incur, create, assume, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the Obligations; (b) intercompany Debt 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 owed 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; which are not greater than ninety (c90) 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, 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 $5,000,000 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 ordinary course date of business, unless invoice or delinquent or which are being contested in good faith by appropriate proceedings action and for which adequate reserves for such items have been made maintained in accordance with GAAP; (gc) unsecured intercompany Debt arising from between Debtors to the endorsement extent permitted by Section 9.05; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Debtor, and, provided further, that any such Debt owed by a Debtor shall be subordinated to the Obligations on terms satisfactory to the Agent, including as set forth in the Loan Guarantee; (d) endorsements of negotiable instruments for collection in the ordinary course of business; (he) Debt consisting debt of liabilities incurred in the ordinary course of business Debtors under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on Capital Leases entered into prior to the Closing Petition Date and set forth in on 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 refinancing9.02(e) of such Debt as of the date of such extension or refinancinghereto; (kf) to the extent set forth on Schedule 9.02(f), Debt representing deferred compensation to employees of the Credit Parties incurred Debtors in existence on the ordinary course Petition Date in respect of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting performance, bid, surety or similar bonds or surety obligations for the account of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreementsDebtors, in each case, to the extent required by any Governmental Requirements applicable to the Debtors and otherwise in connection with the operation of the Oil and Gas Properties of the Debtors, together with all replacements, extensions and renewals thereof made in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (ai) the amount of such payment is not determinable by Existing Senior Indentures, (ii) the parties to Existing Second Lien Loan Documents and (iii) 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 dueExisting Obligations; and (nh) unsecured Debt not otherwise permitted under for borrowed money outstanding on the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any timePetition Date and set forth on Schedule 9.02(e) hereto.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Debt under the ObligationsLoan Documents; (bi) intercompany Debt incurred in the ordinary course of business owed by Senior Notes and the Senior Notes Guarantees and any Credit Party to any other Credit PartyPermitted Refinancing thereof; provided that the aggregate principal amount of all such Debt is subordinated at any one time outstanding pursuant to this Section 7.2(b)(i) shall not exceed $1,550,000,000 and (ii) Debt existing on the Obligations Closing Date and is also permitted under Section 6.3described on Schedule 7.2(b) hereto and any Permitted Refinancing thereof; (c) Debt consisting of sureties the Borrower in respect of Swap Agreements (A) existing on the Closing Date and described in Schedule 7.2(b) hereto or bonds and similar obligations (B) entered into from time to time after the Closing Date with counterparties that are Lenders at the time such Swap Agreement is entered into (or Affiliates of such Lender at such time); provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party that, in connection with the operation of its Oil and Gas Propertiesall cases under this clause (c), including all such Swap Agreements shall not be speculative in nature (including, without limitation, with respect to plugging, facility removal the term and abandonment of its Oil and Gas Propertiespurpose thereof); (d) Purchase Money Debt of (A) the Borrower owing to any Subsidiary, and (B) any of the Subsidiaries owing to the Borrower or Capital Leases in any other Subsidiary; provided that with respect to any loan or advance by a Loan Party, (i) any such Debt shall be evidenced by an aggregate principal amount not Intercompany Note and pledged by such Loan Party as Collateral pursuant to exceed $5,000,000 at any timethe Security Documents and (ii) if such loan or advance is to a Non-Guarantor Subsidiary, such loan or advance is permitted by Section 7.6; (e) Hedging Arrangements to Debt incurred after the extent not prohibited Closing Date and secured by Liens expressly permitted under Section 6.157.1(d) and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(e), when aggregated with the principal amount of all Debt outstanding at such time under Section 7.2(f), shall not exceed the greater of $250,000,000 or 7.5% of the Consolidated Tangible Assets of the Borrower and its Subsidiaries; (f) Capitalized Leases incurred after the Closing Date and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt in at any one time outstanding pursuant to this Section 7.2(f), when aggregated with the form principal amount of accounts payable to trade creditors for goods all Debt outstanding at such time under Section 7.2(e), shall not exceed the greater of $250,000,000 or services 7.5% of the Consolidated Tangible Assets of the Borrower and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAPits Subsidiaries; (g) Contingent Obligations of (A) the Borrower guaranteeing any obligations of any Subsidiary and (B) any Subsidiary of the Borrower guaranteeing any obligations of the Borrower or any other Subsidiary; provided that each such primary obligation is not otherwise prohibited under the terms of the Loan Documents; and provided, further, that any guaranty of obligations of any Non-Guarantor Subsidiary by a Loan Party is permitted by Section 7.6; (h) (i) (A) Debt arising from not to exceed $100,000,000 and (B) Specified Debt that is not secured by any Lien on the assets of the Borrower or any Subsidiary; provided that under each of clauses (i)(A) and (i)(B), (x) on a Pro Forma Basis as of the last day of the most recent period prior to the incurrence of such Debt in respect of which financial statements shall have been required to be delivered pursuant to Section 6.1(b) or (c) (or if prior to the first time such financial statements are so required to be delivered, as of the last day of the most recent period in respect of which financial statements of the Borrower and its Subsidiaries are available), the Leverage Ratio shall not exceed the ratio specified in Section 7.16(a) for such last day (it being understood that if such last day is prior to December 31, 2010, then the ratio specified for December 31, 2010 under Section 7.16(a) shall be deemed to be the ratio specified in Section 7.16(a) for such last day) and (y) the Borrower shall be in compliance with Section 7.16(b) and (ii) any Permitted Refinancing thereof; (i) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on comprised of indemnities given by the Closing Date Borrower or any of its Subsidiaries, or guarantees or other similar undertakings by the Borrower or any of its Subsidiaries entered into in lieu thereof, in favor of the purchaser of property and set forth assets of the Borrower and its Subsidiaries being sold, leased, transferred or otherwise disposed of in Schedule 6.1 including extensions, replacements accordance with this Agreement and refinancings thereof which do not increase covering liabilities incurred by the principal amount (excluding any expenses Borrower or premium incurred its applicable Subsidiary in connection with any such extension, replacement or refinancing) respect of such Debt as of property and assets prior to the date of consummation of the sale, lease, transfer or other disposition thereof, which indemnities, guarantees or undertakings are required under the terms of the documentation for such extension sale, lease, transfer or refinancingother disposition; (k) Debt representing deferred compensation to employees comprised of liabilities or other obligations assumed or retained by the Borrower or any of its Subsidiaries from Subsidiaries of the Credit Parties Borrower that are, or all or substantially all of the property and assets of which are, sold, leased, transferred or otherwise disposed of pursuant to Section 7.5(c) or (f); provided that such liabilities or other obligations were not created or incurred in contemplation of the ordinary course related sale, lease, transfer or other disposition; (i) secured and unsecured Debt of business Non-Guarantor Subsidiaries in an aggregate amount not to exceed $1,000,000300,000,000 at any time outstanding and (ii) secured and unsecured Debt of Foreign Subsidiaries in an aggregate amount not to exceed $150,000,000 at any time outstanding; (lm) Debt consisting comprised of guarantees given by the Borrower or any of its Subsidiaries in respect of any Special Purpose Licensed Entity which obligations, when aggregated with the aggregate amount of all Investments made under Section 7.6(i) hereof, shall not exceed $150,000,000 at any time outstanding; (in) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, Debt under Cash Management Agreements and similar arrangements in each case, case in connection with cash management and deposit accounts in the ordinary course of business or Debt under notional pooling cash management arrangements in the ordinary course of business; (mo) unsecured Debt consisting in connection with Permitted Receivables Financings; (p) Debt of any purchase price adjustments Person that becomes a Subsidiary of the Borrower (or of any Person not previously a Subsidiary of the Borrower that is merged or consolidated with or into the Borrower or one of its Subsidiaries) after the date hereof as a result of an Investment pursuant to which Section 7.6(e) or (j) or Debt of any Person that is assumed by the Borrower or any of its Subsidiaries in connection with an acquisition of assets by the Borrower or such Subsidiary in an Investment pursuant to Section 7.6(j), and any Permitted Refinancing thereof; provided that (A) such Debt is not incurred in contemplation of such Investment and (B) the aggregate amount of Debt pursuant to this clause (p) that is (i) Debt of a seller may become entitled to the extent such payment Non-Guarantor Subsidiary or (ii) Debt that is determined secured by a closing purchase price adjustment or such payment depends Lien on the positive performance assets of the Credit Parties after the closing Borrower or any of such purchase so long as (a) the amount of such payment is its Subsidiaries does 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 dueexceed $200,000,000 at any time outstanding; and (nq) unsecured Debt incurred in the ordinary course of business with respect to performance bonds, surety bonds, completion bonds, guaranty bonds, appeal bonds or customs bonds, letters of credit, and other obligations of a similar nature required in the ordinary course of business or in connection with the enforcement of rights or claims of the Borrower or any of its Subsidiaries or in connection with judgments that do not otherwise permitted result in a Default or to secure obligations under workers’ compensation laws, unemployment insurance or similar social security legislation (other than in respect of employee benefit plans subject to ERISA), public or statutory obligations or payment of customs duties in connection with the preceding provisions importation of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any timegoods.

Debt. No Credit Party shall, nor shall it permit any None of its the Obligors or their Subsidiaries to(other than Unrestricted Entities) and none of the Partnerships will incur, create, assumeassume or permit to exist any Debt, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the ObligationsNotes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (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 owed which, if greater than 90 days past the invoice or billing date, are being contested in good faith by any Credit Party to any other Credit Party; provided that such appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt is subordinated to the Obligations and is also under leases permitted under Section 6.39.08; (ce) Debt consisting of sureties associated with bonds or bonds and similar surety obligations provided pursuant to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party Requirements in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its any Obligor’s Oil and Gas Properties; (d) Purchase Money Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in of 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 ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAPObligors under Hedging Agreements permitted under Section 9.02; (g) Debt arising from the endorsement of instruments for collection to AAI not to exceed $15,000,000 in the ordinary course of businessaggregate; provided, that, all such debt shall be unsecured and subordinated to the Obligations on terms and conditions satisfactory to the Administrative Agent; (h) Intercompany Debt; provided, that, (i) any such Intercompany Debt consisting shall be subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent, and (ii) such Intercompany Debt in excess of liabilities incurred $250,000 shall be evidenced by an Intercompany Note pledged to secure the Obligations and in the ordinary course possession of business under workers’ compensation claims required by Governmental Authority;the Administrative Agent; and (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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; Borrower and its Subsidiaries not otherwise described under subparagraphs (ka) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount through (h) above 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, 5,000,000 in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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; and (n) 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 timeaggregate.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that (i) if such Debt is secured by Liens, such Debt and 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 applicable, such Debt as an investment is also permitted under in 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, 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 $5,000,000 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 (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 is are not more than 90 days past due, in each case incurred in the ordinary course of business, as presently conducted, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (gd) purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $2,500,000 at any time; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (hg) Debt consisting arising from the financing of liabilities incurred in the ordinary course insurance premiums of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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 Party in an aggregate amount not to exceed $1,000,000750,000 incurred to defer the cost of such insurance for the underlying term of such insurance policy; (lh) unsecured Debt consisting of under the Subordinated Notes and any Permitted Refinancing thereof; provided that (i) the financing of insurance premiums or scheduled maturity date thereof is not earlier than 91 days after the Maturity Date, (ii) customary take-or-pay obligations contained in supply agreementsthe holders of such Debt shall have entered into a Subordination Agreement and (iii) the terms and provisions of such Debt shall be reasonably satisfactory to the Administrative Agent; (i) Debt under performance, stay, appeal and surety bonds or with respect to workers’ compensation or other like employee benefit claims, in each case, 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 $500,000 at any time, and any Permitted Refinancing thereof; (k) Debt owed to the seller of any property acquired in an Investment permitted under Section 6.3(k) or (l) or an Acquisition permitted under Section 6.4 on an unsecured subordinated basis, which subordination agreement shall be on terms substantially similar to the Subordination Agreement or otherwise satisfactory to the Administrative Agent in its sole discretion; provided that the terms and provisions of such Debt shall be reasonably satisfactory to the Administrative Agent; (l) Debt incurred in an Investment permitted under Section 6.3(k) or (l), an Acquisition permitted under Section 6.4 or a disposition of assets permitted under Section 6.8(j), in each case, pursuant to reasonable and customary agreements providing for indemnification, the adjustment of purchase price or similar adjustments; (m) unsecured guarantees of Debt consisting of any Credit Party permitted under this Section 6.1; (n) Debt arising from royalty agreements on customary terms entered into by the Borrower and its Subsidiaries in the ordinary course of business in connection with the purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends of Sand Reserves; (o) Debt existing 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 date hereof and determined by the parties to such purchase, such amount is paid when dueset forth on Schedule 6.1; and (np) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 500,000 at any time.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, any Debt, except: (i) (y) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party (other than an Excluded Subsidiary), provided that, in each case, such Debt (1) shall be on terms acceptable to the Administrative Agent and (2) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents, and (z) in the case of any manner become liableExcluded Subsidiary, directly, indirectly, or contingently Debt owed to any other Excluded Subsidiary; (ii) in respect of, any Debt the case of each Loan Party (other than the following (collectively, the “Permitted Debt”):Parent Guarantor) and its Subsidiaries, (aA) Debt under the Obligations;Loan Documents, (bB) intercompany Debt secured by Liens permitted by Section 5.02(a)(iii) not to exceed in the aggregate $7,500,000 at any time outstanding, (C) (1) Capitalized Leases (other than with respect to Real Property) not to exceed in the aggregate $25,000,000 at any time outstanding, and (2) in the case of Capitalized Leases (other than with respect to Real Property) to which any Subsidiary of a Loan Party is a party, Debt of such Loan Party of the type described in clause (i) of the definition of “Debt” guaranteeing the Obligations of such Subsidiary under such Capitalized Leases, (D) [intentionally omitted], (E) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practice, (F) Unsecured Debt incurred in the ordinary course of business owed by for borrowed money, maturing within one year from the date created, and aggregating, on a Consolidated basis, not more than $25,000,000 at any Credit Party to one time outstanding, and (G) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Unencumbered Assets, the incurrence of which would not result in a Default under Section 5.04 or any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3provision of this Agreement; (ciii) In the case of the Parent Guarantor or any of its Subsidiaries: (A) 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, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties;under Customary Carve-Out Agreements, (dB) Purchase Money the Surviving Debt described on Schedule 4.01(o) hereto and any Refinancing Debt, extending, refunding, or Capital Leases refinancing such Surviving Debt, and (C) Recourse Debt (whether secured or unsecured) in an aggregate principal amount not to exceed $5,000,000 at in the aggregate (1) 20% of Total Asset Value plus (2) the Facility amount; provided, however, that any timerecourse guaranties of Non-Recourse Debt (exclusive of Customary Carve-Out Agreements) otherwise permitted under this clause (C) shall not exceed in the aggregate 5% of Total Asset Value; provided further that during any period in which the Parent Guarantor shall maintain a Debt Rating of BBB-/Baa3 or better, then the Parent Guarantor and its Subsidiaries shall be permitted to incur Recourse Debt in any amount that would not result in a failure by the Borrower or the Parent Guarantor to comply with any of the financial covenants applicable to it contained in Section 5.04; (eiv) Hedging Arrangements to in the extent not prohibited case of the Parent Guarantor, Debt under Section 6.15;the Loan Documents; and (fv) Debt in the form endorsement of accounts payable to trade creditors negotiable instruments for goods deposit 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 collection or similar transactions in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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; and (n) 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. No Credit Party shallNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, create, assume, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) intercompany the SVB Indebtedness or any Equivalent Credit Line; provided that the aggregate amount of all such SVB Indebtedness or an Equivalent Credit Line at any time outstanding shall not exceed $2,000,000; (c) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $1,000,000; (d) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (e) Debt (i) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (ii) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business, and (iii) representing customer deposits and advance payments received in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to from customers for goods purchased in the Obligations and is also permitted under Section 6.3; (c) Debt consisting ordinary course 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, 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 $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15business; (f) Debt with respect to cash management obligations and other Debt in the form respect of accounts payable to trade creditors for goods or services automatic clearing house arrangements, netting services, overdraft protection and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past duesimilar arrangements, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the endorsement ordinary course of instruments business or referred to in Section 7.2(e); (h) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing (including with a different lender) thereof so long as the principal amount thereof is not increased; and (i) unsecured Debt (which for collection further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business; (h) ), in addition to the Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplicationlisted above, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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 outstanding 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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; and (n) 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 timetime exceeding $250,000.

Debt. No Credit Party shallNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, create, assume, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) intercompany Debt under the RedPath Promissory Note in a principal amount not to exceed $11,000,000; such Indebtedness to be subordinated pursuant the RedPath Subordination Agreement; (c) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re‑financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $100,000; (d) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (e) Debt (i) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (ii) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business, and (iii) representing customer deposits and advance payments received in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to from customers for goods purchased in the Obligations and is also permitted under Section 6.3; (c) Debt consisting ordinary course 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, 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 $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15business; (f) Debt with respect to cash management obligations and other Debt in the form respect of accounts payable to trade creditors for goods or services automatic clearing house arrangements, netting services, overdraft protection and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past duesimilar arrangements, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (h) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing (including with a different lender) thereof so long as the principal amount thereof is not increased; (i) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $100,000; (j) Debt incurred pursuant to an Approved AR Loan Facility not to exceed $15,000,000 in the aggregate principal amount outstanding at any time and otherwise subject to an intercreditor agreement acceptable to Agent in its sole discretion; (k) Reimbursement obligations to TD Bank not exceeding $2,000,000 secured by Liens permitted under Section 7.2(c); (l) Guaranty, dated as of August 13, 2014, by PDI, Inc. in favor of Asuragen, Inc.; and (m) Debt from a Loan Party to a Loan Party; (n) Obligations to make payments under the endorsement of instruments for collection RedPath Settlement Agreement; (o) Accrued and unpaid employee performance bonuses incurred in the ordinary course of business; (hp) Debt consisting of liabilities incurred in Overdue rental payments owed by RedPath to Spring Way Center, LLC for the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing leased property on the Closing Date 3rd and set forth in Schedule 6.1 including extensions4th floors at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 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 Allegheny, Commonwealth 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 Pennsylvania 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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 due150,000; and (nq) unsecured Debt not otherwise permitted That certain Guaranty by Interpace Diagnostic Corporation to RedPath Equityholder guarantying the obligations of Borrower and Interpace Diagnostics, LLC under the preceding provisions of this Section 6.1; provided that, Contingent Consideration Agreement entered into in connection with the aggregate principal amount thereof shall not exceed $5,000,000 at any timeRedPath Merger Agreement and the RedPath Promissory Note.

Debt. No Credit Party shall, nor shall it permit any None of its Subsidiaries tothe Obligors will incur, create, assumeassume or permit to exist any Debt, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the ObligationsNotes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (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 owed 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 Propertieswhich, 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 $5,000,000 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 if greater than 90 days past duethe invoice or billing date, in each case incurred in the ordinary course of business, unless are being contested in good faith by appropriate proceedings and if reserves adequate reserves for such items under GAAP shall have been made established therefor; (d) Debt under leases permitted under SECTION 9.08; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in accordance connection with GAAPthe 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 arising from is (i) if in excess of Five Hundred Thousand Dollars ($500,000), evidenced by an Intercompany Note which has been pledged to secure the endorsement of instruments for collection Indebtedness and is in the ordinary course possession of businessthe Administrative Agent, and (ii) subordinated to the Indebtedness upon terms and conditions satisfactory to the Administrative Agent; (h) Debt consisting of liabilities incurred the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in the ordinary course of business under workers’ compensation claims required by Governmental Authorityaccordance with past practices; (i) without duplicationDebt in an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) incurred in connection with a senior or subordinated unsecured note offering with a maturity date at least one year beyond the maturity of the Facilities, guarantees of Debt otherwise permitted under the documentation for which contains covenants no more restrictive than those set forth in this Section 6.1;Agreement; and (j) Debt existing on the 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; Borrower not otherwise described under SUBPARAGRAPHS (kA) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount through (i) above not to exceed Five Hundred Thousand Dollars ($1,000,000; (l500,000) 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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; and (n) 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 timeaggregate.

Debt. No Credit Party shallThe Parent will not, nor shall it and will not permit any of its Subsidiaries Subsidiary to, incur, create, assume, incuror permit to exist any Debt, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Debt to the ObligationsBank pursuant to the Loan Documents and existing Debt described on Schedule 11.1; (b) intercompany Intercompany Debt owed by any Subsidiary to the Parent or any other Subsidiary; provided that (i) the obligations of each obligor of such Debt must be subordinated in right of payment to any liability such obligor may have for the Obligations from and after such time as any portion of the Obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and (ii) such Debt must be incurred in the ordinary course of business owed by any Credit Party to any and on terms customary for intercompany borrowings or must be made on such other Credit Party; provided that such Debt is subordinated to terms and provisions as the Obligations and is also permitted under Section 6.3Agent may reasonably require; (c) Debt consisting of sureties or bonds and similar obligations provided not to exceed Five Hundred Thousand Dollars ($500,000) in the aggregate at any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Propertiestime outstanding secured by purchase money Liens permitted by Section 11.2; (d) Purchase Money Debt Obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on the Parent’s or Capital Leases one of the Subsidiaries’ behalf in an aggregate principal amount not accordance with the policies issued to exceed $5,000,000 at any timethe Parent and the Subsidiaries; (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 ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities Guaranties incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authoritywith respect to surety and appeal bonds, performance and return-of-money bonds, and other similar obligations not exceeding at any time outstanding Five Hundred Thousand Dollars ($500,000) in aggregate liability; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (jf) Debt existing on the 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 arising in connection with any such extensioninterest rate swap, replacement cap, collar or refinancing) of such Debt as of the date of such extension similar agreements entered into to enable Borrower to fix or refinancinglimit its actual interest expense; (kg) Debt representing deferred compensation to employees of Debts, other than the Credit Parties incurred Debts specifically described 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as clauses (a) the amount of such payment is not determinable by the parties to the purchase or through (bf) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that11.1, which in the aggregate principal amount thereof shall do not exceed Five Hundred Thousand Dollars ($5,000,000 500,000) at any timetime outstanding.

Debt. No Credit Party shallThe Borrower will not, nor shall will it permit any of its Subsidiaries to, create, assume, incur, assume or suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, exist any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the ObligationsDebt pursuant to this Agreement or an Incremental Term Loan Agreement; (b) intercompany Debt Current liabilities of the Borrower or its Subsidiaries incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to extended in connection with the Obligations normal purchases of goods and is also permitted under Section 6.3services; (c) Debt consisting of sureties any Person that becomes a Subsidiary of the Borrower, to the extent such Debt is outstanding at the time such Person becomes a Subsidiary of the Borrower and was not incurred in contemplation thereof, and Debt assumed by the Borrower or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party Subsidiary in connection with its acquisition (whether by merger, consolidation, acquisition of all or substantially all of the operation assets or acquisition that results in the ownership of greater than fifty percent (50%) of the Capital Stock of a Person) of another Person and, in each case, Debt refinancing, extending, renewing or refunding such Debt; provided that (i) the principal amount of such Debt is not increased (other than to provide for the payment of any underwriting discounts and fees related to any refinancing Debt as well as any premiums owed on and accrued and unpaid interest related to the original Debt); and (ii) at the time of and immediately after giving effect to the incurrence or assumption of such Debt or refinancing Debt and the application of the proceeds thereof, as the case may be, the aggregate principal amount of all such Debt, and of all Debt previously incurred or assumed pursuant to this Section 7.09(c), and then outstanding, shall not exceed 50% of Consolidated EBITDA for the period of four full consecutive fiscal quarters of the Borrower and its Oil Subsidiaries (and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Propertiessuch Person on a pro forma basis) then most recently ended; (d) Purchase Money Debt in the form of taxes, assessments, governmental charges or Capital Leases in an aggregate principal amount levies and claims for labor, materials and supplies to the extent that payment therefor shall not to exceed $5,000,000 at any timebe past due; (e) Hedging Arrangements to the extent not prohibited all obligations of such Person arising under Section 6.15letters of credit (including standby and commercial); (f) Debt solely resulting from a pledge of the membership interests or other equity interests in a Designated Joint Venture owned by the form Borrower or a Subsidiary securing indebtedness 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 ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAPDesignated Joint Venture; (g) other Debt arising from of the endorsement Borrower so long as, after giving effect to the incurrence of instruments for collection such Debt, the Borrower is in the ordinary course of business;compliance with Section 7.02; and (h) other Debt consisting of liabilities incurred in the ordinary course Subsidiaries of business under workers’ compensation claims required by Governmental Authority; (i) without duplicationthe Borrower so long as, guarantees after giving effect to the incurrence of such Debt, the aggregate outstanding principal amount of all Debt otherwise permitted outstanding under this Section 6.1; clause (j) Debt existing on the 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall does not exceed $5,000,000 at any time15% of Consolidated Net Tangible Assets.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any Loan Party, provided that, in any manner become liableeach case, directlysuch Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, indirectly, or contingently which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) in respect of, any Debt the case of each Loan Party (other than the following (collectively, the “Permitted Debt”):Parent Guarantor) and its Subsidiaries, (aA) Debt secured by Liens permitted by Section 5.02(a)(iii) not to exceed in the aggregate $5,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $5,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) the Obligations;Existing Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Existing Debt, (bD) intercompany Debt in respect of Hedge Agreements entered into by the Borrower and designed to hedge against fluctuations in interest rates or foreign exchange rates incurred as required by this Agreement or incurred in the ordinary course of business owed by and consistent with prudent business practices, (E) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Credit Party to Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under Section 5.04 or any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3;provision of this Agreement, and (cF) 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, including with respect to pluggingthe Borrower or any Subsidiary that does not own a Borrowing Base Asset only, facility removal and abandonment of its Oil and Gas Properties; (d) Purchase Money Recourse Debt or Capital Leases not secured by any Lien in an aggregate principal amount not to exceed $5,000,000 5% of Total Asset Value at any timeone time outstanding; (eiv) Hedging Arrangements to Recourse Debt of the extent not prohibited under Section 6.15; Borrower and/or Property-Level Subsidiaries of the Borrower (fexclusive of any Subsidiary that owns a Borrowing Base Asset) and the JV Pro Rata Share of Recourse 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 dueany Joint Venture, in each case incurred as such Recourse Debt may be secured by Liens permitted by Section 5.02(a)(vi), in respect of which the Borrower or the Parent Guarantor has guaranteed the obligations of the Borrower and/or such Property-Level Subsidiary or Joint Venture under such Recourse Debt and the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement; (v) in the case of the Parent Guarantor and the Borrower, Debt under Customary Carve-Out Agreements; (vi) with respect to the Borrower or any Subsidiary that does not own a Borrowing Base Asset only, Debt under a senior unsecured term loan, the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement; (vii) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP;; and (gviii) any other Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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, 5,000,000 in the ordinary course aggregate at any time outstanding in respect of business; (m) unsecured Debt consisting of any purchase price adjustments to all Loan Parties and which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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 secured 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; and (n) 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 timeLien on any Borrowing Base Asset.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, createIncur, assume, incur, suffer to exist, guarantee or in any manner otherwise become liable, directly, indirectly, or contingently in remain directly or indirectly liable with respect ofto, any Debt other than the following (collectivelyDebt, the “Permitted Debt”):except for: (a) Debt incurred or created hereunder and under the Obligationsother Loan Documents (including Debt created under Section 2.09); (b) intercompany Debt incurred in outstanding on (or made pursuant to binding commitments existing on) the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations Effective Date as set forth on Schedule 6.01(b) and is also permitted under Section 6.3Permitted Refinancings thereof; (c) (i) Debt consisting incurred or assumed by the Company or any of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment the Restricted Subsidiaries for the purpose of contingent liabilities of a Credit Party in connection with the operation of its Oil and Gas Properties, including financing (except with respect to pluggingthe equipment and fixed assets set forth on Schedule 6.01(c), facility removal within 180 days of the applicable acquisition, lease, construction or improvement) all or any part of the cost of acquiring, leasing, constructing or improving any equipment or fixed asset (including through Capital Leases) (whether through the direct purchase of assets or the Equity Interests of any Person owning such assets) and abandonment (ii) Permitted Refinancings thereof; provided that the aggregate principal amount at any time outstanding of its Oil and Gas PropertiesDebt incurred pursuant to this paragraph (c) shall not exceed $125,000,000; (d) Purchase Money intercompany Debt among the Company and its Subsidiaries; provided that (x) upon request of the Administrative Agent any such Debt owed to a Loan Party shall be evidenced by a promissory note pledged and delivered to the Administrative Agent as additional security for the Obligations, together with an appropriate allonge or Capital Leases note power, (y) with respect to any such Debt owed by a Loan Party to a Subsidiary that is not a Loan Party, such Debt shall be subordinated in right of payment to the Obligations pursuant to the Affiliate Subordination Agreement, and (z) any corresponding Investment shall be permitted by Sections 6.07(c), (r) or (t); (e) Debt of Subsidiaries that are not Loan Parties in an aggregate principal amount outstanding at any time not to exceed the Dollar equivalent of $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15150,000,000; (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 ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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-take or pay obligations contained in supply agreementsarrangements, in each case, in the ordinary course of business; (mi) unsecured Debt assumed in connection with Permitted Acquisitions; provided, that, (x) such Debt was not incurred in contemplation of such Permitted Acquisition, (y) both immediately prior and after giving effect to any Debt incurred pursuant to this clause (g), no Event of Default shall have occurred and be continuing and (z) the Company and the Restricted Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.13 or Section 6.14, as applicable, determined on a pro forma basis (A) with respect to Section 6.13, as of the last day of the most recently ended four fiscal quarters of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), as applicable, and (B) with respect to Section 6.14, as of the date thereof, and (ii) any Permitted Refinancing thereof; (h) [reserved]; (i) Debt representing deferred compensation, severance and health and retirement benefits or the equivalent thereof to employees, directors, management and consultants of the Company or the Restricted Subsidiaries incurred in the ordinary course of business; (j) Debt consisting of any obligations with respect to indemnification, the adjustment of the purchase price (including customary earnouts) or similar adjustments incurred in connection with a Permitted Acquisition or any other Investment or Disposition expressly permitted hereunder; (i) 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; provided that such Debt is extinguished within 5 Business Days of its incurrence and (ii) Debt in respect of credit card processing agreements, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts and in the ordinary course of business; provided that any such Debt (x) (other than credit card processing agreements or similar arrangements) is owed to the financial institutions providing such arrangements (or any Affiliate thereof) and (y) is extinguished within 30 days of its incurrence; (l) Debt incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments, in each case, issued or created in the ordinary course of business, including in respect of workers’ compensation claims, health, disability or other employee benefits (including with respect to immediate family members of employees, directors or members of management) or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claims or obligations referred to in paragraph (m) below, letters of credit in the nature of a security deposit (or similar deposit or security) given to a lessor under an operating lease of Real Estate under which such Person is lessee, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from Governmental Authorities, and any refund, replacement, refinancing or defeasance of any of the foregoing; (m) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees and similar obligations provided by the Company or any of the Restricted Subsidiaries, in each case, issued or created in the ordinary course of business and consistent with past practice; (n) Debt arising under Swap Agreements not incurred for purposes of speculation; (o) Debt consisting of the accretion of original issue discount with respect to Permitted Convertible Notes; (p) Guarantees of Debt of the Company or any Subsidiary, which Debt is otherwise permitted hereunder; provided that (x) if such Debt is subordinated to the Obligations, such guarantee shall be subordinated to the same extent and (y) no such Guarantee by a seller may become entitled Loan Party shall be permitted under this paragraph (p) of Debt of a subsidiary that is not a Loan Party, other than Guarantees constituting an Investment permitted under Section 6.07; (q) Debt owing to current or former officers, directors, managers, consultants or employees of the Company or immediate family members to finance the purchase or redemption of Equity Interests of the Company (or any direct or indirect parent of the Company) permitted by Section 6.03(a) and Permitted Refinancings thereof; (r) Debt of the Company or any Restricted Subsidiary owing to any joint venture (regardless of the form of legal entity) that is not a subsidiary arising in the ordinary course of business of the Company and its subsidiaries in connection with the cash management operations (including with respect to intercompany self-insurance arrangements); and (s) Debt of any Loan Party (including Permitted Convertible Notes), if at the time of issuance or incurrence thereof: (i) no Default or Event of Default then exists or would result therefrom; (ii) such Debt does not have a scheduled maturity earlier than 91 days after the Maturity Date in effect at the time of issuance or incurrence of such Debt (other than an earlier maturity date for customary fundamental change, make-whole fundamental change, change of control or other similar event risk provisions or customary bridge financings which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for a maturity date earlier than 91 days after the Maturity Date), provided that for the avoidance of doubt, any provision of Permitted Convertible Notes (x) providing for Satisfaction of Conversion Obligation thereof or (y) permitting cash interest shall, in each case, not cause the Permitted Convertible Notes to fail to satisfy the provisions of this clause (ii); (iii) such Debt does not have any mandatory redemption, prepayment, amortization, sinking fund or similar obligations prior to the Maturity Date (other than pursuant to (x) fundamental change, make-whole fundamental change, change of control or other similar event risk provisions and, in the case of term loans or senior notes that are not convertible into Equity Interests only, customary asset sale (or casualty or condemnation event), extraordinary receipts and/or (solely in the case of term loans) excess cash flow offer or repayment provisions and, in the case of any customary bridge financing, prepayments of such bridge financing from the issuance of equity or other Debt permitted hereunder which meets the requirements of this clause and customary asset sale (or casualty or condemnation event) repayment provisions, and (y) in the case of term loans, nominal amortization requirements not to exceed 1% per annum of the initial aggregate principal amount of such Debt), provided that for the avoidance of doubt, any provision of Permitted Convertible Notes (x) providing for Satisfaction of Conversion Obligation thereof or (y) permitting cash interest shall, in each case, not cause the Permitted Convertible Notes to fail to satisfy the provisions of this clause (iii); (iv) the covenants and events of default set forth in the applicable definitive documentation for such Debt are not more materially restrictive, taken as a whole, than the covenants and events of default set forth in this Agreement (as determined by the Company in good faith), except for (x) provisions applicable only to periods after the Maturity Date in effect at the time of effectiveness of the applicable definitive documentation for such Debt, (y) provisions related to any equity provisions of such Debt or (z) terms that are customary market terms for Debt of such type as reasonably determined by the Borrower Representative; (v) to the extent such payment Debt is determined by a closing purchase price adjustment or such payment depends on subordinated, the positive performance of the Credit Parties after the closing terms of such purchase so long Debt provide for customary payment or lien subordination, as (a) the amount of such payment is not determinable by the parties applicable, to the purchase or (b) once the amount of such payment has been finally fixed and Obligations as reasonably determined by the parties Administrative Agent in good faith; (vi) which Debt: (A) may be unsecured; or (B) secured; provided that if such Debt is secured: (1) prior to the Fixed Asset Release Event, to the extent such purchaseDebt is secured by assets of the Company and its Subsidiaries constituting Collateral, the Lien on such Collateral securing such Debt shall be junior to the Lien on such Collateral securing the Obligations; (2) after the Fixed Asset Release Event, (i) to the extent such Debt is secured by assets of the Company and its Subsidiaries constituting ABL Collateral, the Lien on such ABL Collateral securing such Debt shall be junior to the Lien on such ABL Collateral securing the Obligations and (ii) to the extent such Debt is secured by assets of the Company and its Subsidiaries constituting Fixed Assets, the Obligations shall be secured by a Lien on such Fixed Assets, which Lien may be junior to the Lien on such Fixed Assets securing such Debt; (3) if secured by a Lien on ABL Collateral or Fixed Assets, at the time of the entering into of any such Debt, an Acceptable Intercreditor Agreement shall have been entered into and shall be in full force and effect and the Loan Parties shall have complied with their obligations under Section 5.13(c), which shall provide, (I) in connection with any Debt (other than, after the Fixed Asset Release Event, a Fixed Asset Facility), inter alia, that the Administrative Agent, for the benefit of the Secured Parties, shall retain a first priority lien on all Collateral or (II) in connection with any Fixed Asset Facility entered into after the Fixed Asset Release Event, inter alia, that the Administrative Agent, for the benefit of the Secured Parties, shall retain a first priority lien on all ABL Collateral and shall have a second priority lien on the Fixed Assets securing such Fixed Asset Facility; (4) prior to the Fixed Asset Release Event, such amount Debt shall not be secured by any Intellectual Property or by the Equity Interests of any Subsidiary the assets of which are comprised primarily of Intellectual Property; provided that if after the Fixed Asset Release Event such Debt is paid when duesecured by any Intellectual Property or by the Equity Interests of any Subsidiary the assets of which are comprised primarily of Intellectual Property, the Obligations shall be secured by a Lien on such Intellectual Property and Equity Interests, which Lien may be junior to the Lien on such Intellectual Property and Equity Interests securing such Debt; and (n5) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof of all such secured Debt shall not exceed the greater of (A) $5,000,000 2,000,000,000 at any timetime outstanding and (B) an amount such that after giving pro forma effect to the incurrence of such Debt, the Secured Leverage Ratio is equal to or less than 1.50 to 1.00. (C) may be guaranteed on a like basis by the other Loan Parties; and (vii) such Debt shall be in an aggregate principal amount not to exceed the greater of (A) $5,000,000,000 at any time outstanding and (B) an amount such that after giving pro forma effect to the incurrence of such Debt, the Total Leverage Ratio is equal to or less than 4.00 to 1.00. (all unsecured Debt incurred or issued under this clause (s) is referred to as “Permitted Additional Unsecured Indebtedness” and all secured Debt incurred or issued under this clause (s) is referred to as “Permitted Additional Secured Indebtedness”); (t) Permitted Convertible Notes issued by the Company (which may be guaranteed on a like basis by the other Loan Parties), and Guarantees by any Loan Party of Permitted Convertible Notes issued by Rivian Parent, in each case if at the time of issuance or incurrence thereof: (i) no Default or Event of Default then exists or would result therefrom; (ii) such Permitted Convertible Notes do not have a scheduled maturity earlier than 91 days after the Maturity Date in effect at the time of issuance or incurrence of such Permitted Convertible Notes (other than an earlier maturity date for customary fundamental change, make-whole fundamental change, change of control or other similar event risk provisions or customary bridge financings which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for a maturity date earlier than 91 days after the Maturity Date), provided that for the avoidance of doubt, any provision of Permitted Convertible Notes (x) providing for Satisfaction of Conversion Obligation thereof or (y) permitting cash interest shall, in each case, not cause the Permitted Convertible Notes to fail to satisfy the provisions of this clause (ii); (iii) such Permitted Convertible Notes do not have any mandatory redemption, prepayment, amortization, sinking fund or similar obligations prior to the Maturity Date (other than pursuant to fundamental change, make-whole fundamental change, change of control or other similar event risk provisions and, in the case of any customary bridge financing, prepayments of such bridge financing from the issuance of equity or other Permitted Convertible Notes permitted hereunder which meets the requirements of this clause and customary asset sale (or casualty or condemnation event) repayment provisions), provided that for the avoidance of doubt, any provision of Permitted Convertible Notes (x) providing for Satisfaction of Conversion Obligation thereof or (y) permitting cash interest shall, in each case, not cause the Permitted Convertible Notes to fail to satisfy the provisions of this clause (iii); (iv) the covenants and events of default set forth in the applicable definitive documentation for such Permitted Convertible Notes are no more restrictive, taken as a whole, than the covenants and events of default set forth in this Agreement (as determined by the Company in good faith), except for (x) provisions applicable only to periods after the Maturity Date in effect at the time of effectiveness of the applicable definitive documentation for such Permitted Convertible Notes and (y) provisions related to any equity provisions of such Permitted Convertible Notes; (v) to the extent such Permitted Convertibl

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assumeCreate, incur, guarantee or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt except (other than the following with respect to Parent in subsections (collectivelyb), the “Permitted Debt”(c) and (e)- (m) below): (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) intercompany Debt incurred in secured by Liens permitted by Section 10.2.2(d) (Liens); provided, that the ordinary course aggregate amount of business owed by any Credit Party to any other Credit Party; provided that all such Debt is subordinated to the Obligations and is also permitted under Section 6.3at any time outstanding shall not exceed $175,000,000 at any time thereafter; (c) unsecured Debt consisting of sureties or bonds and similar obligations provided any Loan Party (other than Parent) to any Governmental Authority other Loan Party (other than Parent) or to any other Person Wholly-Owned Subsidiary other than a Loan Party; provided, that, in each case, such Debt shall be evidenced by a demand note in form and assuring payment substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Security Documents as additional collateral security for the Obligations, and, if owing by a Loan Party (other than to another Loan Party) the obligations under such demand note shall be subordinated to the Obligations of contingent liabilities of Borrowers and the other Loan Parties hereunder and under the other Loan Documents in a Credit Party in connection with the operation of its Oil manner and Gas Properties, including with respect on terms reasonably satisfactory to plugging, facility removal and abandonment of its Oil and Gas PropertiesAgent; (d) Purchase Money (i) solely in the case of Parent and only for so long as the Subordination Agreement remains in effect, the Sponsor Debt or Capital Leases in an aggregate a principal amount at any time outstanding not to exceed $5,000,000 15,000,000, less any principal payments made thereon after the Closing Date and (ii) so long as, at the time of incurrence thereof, no Default or Event of Default then exists or would result therefrom, any other unsecured Subordinated Debt in an amount at any timetime outstanding not to exceed $10,000,000, in aggregate and, in the case of this clause (ii), any extension, renewal or refinancing thereof so long as each of the applicable Refinancing Conditions are satisfied; (e) Obligations under Hedging Arrangements to the extent Agreements approved by Agent and incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not prohibited under Section 6.15for speculation; (f) Debt in existing on December 31, 2010 (less payments made from such date through and including the form Closing Date and excluding Debt to be Repaid) described on Schedule 10.2.1(f) (Existing Debt) and any extension, renewal or refinancing thereof so long as each 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 ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAPapplicable Refinancing Conditions are satisfied; (g) the Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt to be Repaid existing on the Closing Date and set forth on Schedule 10.2.1(g) (Debt to be Repaid) (so long as such Debt is repaid on the Closing Date); (h) unsecured Contingent Obligations arising with respect to customary indemnification obligations in Schedule 6.1 including extensions, replacements and refinancings thereof which do not increase the principal amount (excluding any expenses or premium incurred favor of sellers in connection with any such extensionPermitted Acquisitions and purchasers in connection with dispositions permitted under Section 10.2.4 (Mergers, replacement or refinancing) Consolidations, Sales and Other Transactions Outside the Ordinary Course of such Debt as of the date of such extension or refinancingBusiness); (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 up to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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; and (n) 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.time outstanding of secured Acquired Debt of the type permitted pursuant to clause (b) of this Section 10.2.1 assumed in Permitted Acquisitions, and any extension, renewal or refinancing thereof so long as each of the applicable Refinancing Conditions are satisfied; (j) Contingent Obligations constituting (and all cases subject to the restrictions and limitations with respect to, but without duplication of liabilities in terms of contingent obligations guaranteeing previously included primary obligations for) Debt otherwise permitted under this Section 10.2.1

Debt. No Credit Party shallNot, nor shall it and not permit any of its the Loan Parties and their Subsidiaries to, create, incur, assume, incur, or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than except the following (collectively, the “Permitted Debt”):following: (ai) Obligations under this Agreement and the Obligationsother Loan Documents; (bii) intercompany Debt incurred in of any of the ordinary course Loan Parties (other than Holdings) and their Subsidiaries secured by Liens permitted by Section 9.2.2, and extensions, renewals, replacements, and refinancings thereof, so long as the aggregate amount of business owed by all such Debt at any Credit time outstanding does not exceed $500,000; (iii) Debt of any Loan Party to any other Credit Loan Party; provided , so long as (i) that such Debt is evidenced by a demand note in form and substance reasonably satisfactory to Administrative Agent and pledged and delivered to Administrative Agent pursuant to the Security Documents as additional collateral security for the Obligations, and (ii) the obligations under that demand note are subordinated to the obligations of the Loan Parties under the Loan Documents (including the Obligations and is also permitted of Borrowers under Section 6.3this Agreement) in a manner reasonably satisfactory to Administrative Agent; (civ) 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 arising 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 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 ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection deposit in the ordinary course of business; (hv) Debt of any Loan Party to any employee, officer, or director or any such Person’s spouse, estate, or estate-planning vehicle to repurchase Equity Interests from that Person upon the death, disability, or termination of employment of that employee, officer of director, so long as the aggregate amount of all such Debt at any time outstanding does not exceed $250,000; (vi) unsecured Hedging Obligations consisting of liabilities commodity swap agreements of the Loan Parties (other than Holdings) and their Subsidiaries in an aggregate amount not to exceed $250,000 incurred for bona fide hedging purposes and not for speculation with respect to risks arising in the ordinary course of Borrowers’ business; (vii) Debt described on Schedule 9.2.1 and any extension, renewal, replacement or refinancing thereof so long as the principal amount thereof is not increased; (viii) the Debt to be Repaid (so long as that Debt is repaid on the First Amendment Effective Date with the proceeds of the Acquisition Term Debt); (ix) Contingent Liabilities arising with respect to (i) customary indemnification obligations by any of the Loan Parties (other than Holdings) and their Subsidiaries in favor of purchasers in connection with dispositions permitted under Section 9.2.9, and (ii) the guaranty by any of the Loan Parties (other than Holdings) and their Subsidiaries of a lease, sublease, license, or sublicense entered into in the ordinary course of business by another Loan Party or any Subsidiary thereof; (x) unsecured Debt incurred in respect of netting services, overdraft protection, and other like services, in each case, incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authoritybusiness; (ixi) without duplication, guarantees so long as the Acquisition Term Debt is subject to the terms and conditions of the Intercreditor Agreement the Acquisition Term Debt otherwise permitted in an aggregate principal amount outstanding under this Section 6.1clause (xi) at any time not to exceed the Term Loan Cap (as defined in the Intercreditor Agreement) at any time outstanding and any permitted Refinancing (as defined in the Intercreditor Agreement) thereof; provided, that, any Acquisition Term Debt that exceeds the Term Loan Cap shall still be permitted hereunder to the extent it constitutes Excess Term Loan Debt (as defined in the Intercreditor Agreement) under the Intercreditor Agreement; (jxii) Debt existing on the Closing Date and set forth in Schedule 6.1 including extensionsowed to any person or entity providing property, replacements and refinancings thereof which do not increase the principal amount (excluding casualty or liability insurance to any expenses Borrower or premium incurred any Subsidiary of any Borrower in connection with any such extension, replacement or refinancing) the financing of such Debt as financing premiums in the ordinary course of business to the date of such extension or refinancingextent not due and payable; (kxiii) unsecured Debt representing deferred compensation of any Borrower or any of its Subsidiaries owing to banks or other financial institutions under corporate credit cards issued to officers and employees of the Credit Parties incurred for business related expenses in the ordinary course of business in an aggregate amount not to exceed $1,000,000375,000 at any time outstanding; (lxiv) [Reserved]; (xv) Debt consisting in the form of Capital Lease obligations or purchase money obligations of any entity that becomes a Loan Party after the date hereof pursuant to a Permitted Acquisition; provided, that (ix) such Debt exists at the financing time such entity becomes such a Subsidiary and is not created in contemplation of insurance premiums or in connection with such entity becoming such a Subsidiary, (iiy) customary take-or-pay obligations contained such Debt is not guaranteed in supply agreementsany respect by any Borrower or Guarantor (other than by any such entity that guaranteed such Debt at the time such entity became a Subsidiary) and (z) such Debt in the aggregate does not exceed $750,000 at any time outstanding and any renewals, extensions, or refinancings thereof so long as the principal amount thereof is not increased; (xvi) Debt in each casean aggregate amount not to exceed $250,000 at any time outstanding in connection with surety or similar bonds, letters of credit and performance bonds obtained in the ordinary course of businessbusiness of the Borrowers and their Subsidiaries; (mxvii) deposits supporting the performance of operating leases in the ordinary course of business in an aggregate amount not to exceed $250,000 at any time outstanding; (xviii) unsecured Debt consisting arising from agreements providing for customary adjustments of purchase price or similar obligations, or from guarantees securing the performance of any purchase price adjustments Borrower or any Subsidiary of any Borrower pursuant to which a seller may become entitled such agreements, in connection with any Permitted Acquisitions; (xix) cash obligations under incentive, non-compete, consulting, deferred compensation, or other similar arrangements, other than sales commissions, incurred by it in the ordinary course of business in an aggregate amount not to exceed $2,000,000 at any time outstanding; (xx) (A) the Green Remedies Seller Note to the extent such payment is determined subject to the Green Remedies Seller Note Subordination Agreement, (B) other unsecured seller notes issued by a closing purchase price adjustment or such payment depends on the positive performance Holdings of up to 150% of the Credit Parties after EBITDA of the closing of such purchase so long as (a) target for the most recently ended twelve month period for which financial statements have been delivered to Administrative Agent, in an aggregate amount of such payment is not determinable by the parties to exceed $12,000,000 at any time outstanding to the purchase extent subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent and subject to documentation and structure reasonably acceptable to the Administrative Agent and (bC) once other unsecured earn-outs owing by Holdings of up to 150% of the EBITDA of the target for the most recently ended twelve month period for which financial statements have been delivered to Administrative Agent, in an aggregate amount not to exceed $12,000,000 at any time outstanding the extent subject to a subordination agreement or other subordination arrangement in favor of such payment has been finally fixed the Obligations reasonably acceptable to Administrative Agent and determined by subject to documentation and structure reasonably acceptable to the parties Administrative Agent; (xxi) Debt consisting of SBA PPP Loans in an aggregate amount not to such purchase, such amount is paid when dueexceed $1,408,000 at any time outstanding; and (nxxii) other unsecured Debt of the Loan Parties and their Subsidiaries not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the for herein in an aggregate principal amount thereof shall not exceed $5,000,000 at any timetime exceeding $750,000 at any time outstanding; provided, to the extent any such Debt is in the form of seller notes, earn-out or similar obligations, such Debt shall only be issued by Holdings and shall be subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt incurred in the ordinary course of business owed 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, 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 $5,000,000 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 ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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; and; (n) 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 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 Borrowing Base Deficiency would then exist after giving effect to such adjustment and prepayment, and (iv) after giving effect to the incurrence of such Specified Additional Debt, the Parent is in compliance on a pro forma basis with Section 6.16 and Section 6.17 for the period most recently ended for which financial statements have been delivered pursuant to Section 5.2(a) or Section 5.2(b) or referenced in Section 4.4(a), as applicable.

Debt. No Credit Party shallGroup will not create, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or any Debt, except: (i) Debt under the Covered Facilities; provided that all New Facilities will be subject to the approval procedures specified in Section 2.4 of the Intercreditor Agreement, (ii) Designated Capital Markets Transactions, (iii) Debt secured by Liens permitted by Section 2.6(a)(v) not to exceed in the aggregate $5,000,000 at any manner become liable, directly, indirectly, or contingently time outstanding, (iv) Capitalized Leases not to exceed in the aggregate $15,000,000 at any time outstanding, (v) Debt in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business owed and consistent with prudent business practice, (vi) Debt owing by any U.S. Credit Party to (or Contingent Obligations made in respect of the obligations of any U.S. Credit Party by) any other U.S. Credit Party; , (x) which Debt shall constitute Pledged Debt and (y) any promissory notes evidencing such Pledged Debt shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Trustee pursuant to the terms of the Security Agreement, (vii) Debt owing by any Foreign Subsidiary to (or Contingent Obligations made in respect of the obligations of any Foreign Subsidiary by) any U.S. Credit Party, not to exceed in the aggregate $10,000,000 at any time outstanding under this clause (vii), which Debt, in the case of any Foreign Credit Party, (x) shall constitute Pledged Debt and (y) any promissory notes relating to such Debt (which shall be prepared in certificated form if determined in the reasonable judgment of the Debt Coordinators to be necessary or advisable under applicable law to vest in the Collateral Trustee a valid and subsisting Lien on such Debt) shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Trustee pursuant to the terms of the Collateral Documents; (viii) Debt owing by any U.S. Credit Party or any Foreign Subsidiary to (or Contingent Obligations made in respect of the obligations of any U.S. Credit Party or any Foreign Subsidiary by) any Excluded Foreign Subsidiary; (ix) Debt owing by any Foreign Credit Party to (or Contingent Obligations made in respect of the obligations of any Foreign Credit Party by) another Foreign Credit Party, provided that (A) no such Debt can be incurred after the occurrence and during the continuance of a Default, (B) such Debt is subordinated otherwise in compliance with Schedule III hereto, (C) such Debt shall constitute Pledged Debt and (D) any promissory notes relating to such Debt (which shall be prepared in certificated form if determined in the reasonable judgment of the Debt Coordinators to be necessary or advisable under applicable law to vest in the Collateral Trustee a valid and subsisting Lien on such Debt) shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Obligations and is also permitted under Section 6.3Collateral Trustee pursuant to the terms of the Collateral Documents; (cx) Debt owing by any Excluded Foreign Subsidiary to (or Contingent Obligations made in respect of the obligations of any Excluded Foreign Subsidiary by) any Foreign Credit Party, not to exceed in the aggregate $10,000,000 at any time outstanding under this clause (x) and (A) which Debt shall constitute Pledged Debt and (B) any promissory notes relating to such Debt (which shall be prepared in certificated form if determined in the reasonable judgment of the Debt Coordinators to be necessary or advisable under applicable law to vest in the Collateral Trustee a valid and subsisting Lien on such Debt) shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Trustee pursuant to the terms of the Collateral Documents; (xi) Debt consisting of sureties or bonds and similar obligations provided Contingent Obligations pursuant to any Governmental Authority or other Person and assuring payment of contingent liabilities of which a U.S. Credit Party guarantees operating lease obligations of Foreign Subsidiaries, not to exceed 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 Propertiesaggregate $5,000,000 during any Fiscal Year; (dxii) Purchase Money Debt or Capital Leases of any Person that becomes a Subsidiary of Group after the date hereof in an aggregate principal amount accordance with the terms of Section 2.6(e)(x) which Debt is existing at the time such Person becomes a Subsidiary of Group (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of Group); provided that after giving effect to such Debt, the Leverage Ratio, calculated on a pro-forma basis (and using for this purpose "Total Bank Outstandings" rather than "Indebtedness for Borrowed Money" in such calculation) as if such Debt had been incurred immediately prior to the beginning of the most recent period of four consecutive Fiscal Quarters for which financial statements have been delivered hereunder, will not to exceed $5,000,000 at any timehave increased; (exiii) Hedging Arrangements to Debt in respect of the extent not prohibited under Section 6.15Securitization Facility; (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 ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (jxiv) Debt existing on the Closing Date date hereof and set forth described on Schedule 2.6(b), and any Debt extending the maturity of, or refunding or refinancing, in Schedule 6.1 including extensionswhole or in part, replacements and refinancings thereof which do such Debt (which, in the case of Debt consisting of guarantees of operating lease obligations, shall include guarantees of any replacement leases, provided that the Contingent Obligation under such guarantees may not increase as a result thereof), provided that the (A) terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, (B) principal amount of such Debt shall not be increased above the principal amount (excluding any expenses thereof outstanding immediately prior to such extension, refunding or premium incurred refinancing, and the direct and contingent obligors therefor shall not be changed as a result of or in connection with any such extension, replacement refunding or refinancingrefinancing and (C) of such Debt terms relating to principal amount, amortization, maturity, collateral (if any), subordination (if any), and other material terms taken 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 agreementsa whole, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the extent Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Debt being extended, refunded or refinanced and the interest rate applicable to any such payment is determined by a closing purchase price adjustment extending, refunding or such payment depends on refinancing Debt does not exceed 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 duethen applicable market interest rate; and (n) 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. No Credit Party shallNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, create, assume, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) intercompany Subordinated Debt approved by Agent; (c) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d) or Section 7.2(n) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (d) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (e) Debt (i) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (ii) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business, or (iii) representing trade payables incurred with suppliers in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to and customer deposits and advance payments received in the Obligations and is also permitted under Section 6.3; (c) Debt consisting ordinary course of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment business from customers for goods purchased in the ordinary course of contingent liabilities of a Credit Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (d) Purchase Money Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15business; (f) Debt with respect to cash management obligations and other Debt in the form respect of accounts payable to trade creditors for goods or services automatic clearing house arrangements, netting services, overdraft protection and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past duesimilar arrangements, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the endorsement ordinary course of instruments business or referred to in Section 7.2(e); (h) unsecured Debt (which for collection further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business; (h) ), in addition to the Debt consisting of liabilities incurred listed above, in the ordinary course of business under workers’ compensation claims required by Governmental Authorityan aggregate outstanding amount not at any time exceeding $250,000; (i) without duplicationDebt among the Loan Parties, guarantees of Debt otherwise permitted under this Section 6.1subject to a subordination agreement, in form and substance acceptable to Agent in its sole discretion; (j) Debt existing on under (i) any Approved AR Loan Facility; provided that the Closing Date and set forth aggregate amount at any time outstanding in Schedule 6.1 including extensionsrelation to such Approved AR Loan Facility shall not exceed $8,000,000 without the written consent of Agent, replacements and refinancings thereof which do not increase or (ii) 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 refinancingLigand Royalty Agreement; (k) unsecured Debt representing deferred compensation to employees incurred as a result 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, endorsing negotiable instruments received in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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; and (nl) 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 timein connection with real property leases.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) the Surviving Debt described on Schedule 4.01(n) hereto and any manner become liableRefinancing Debt extending, directly, indirectly, refunding or contingently refinancing such Surviving Debt; (iv) in respect of, any Debt the case of each Loan Party (other than the following (collectively, the “Permitted Debt”):Parent Guarantor) and its Subsidiaries, (aA) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the Obligations;aggregate $10,000,000 at any time outstanding, (bB) intercompany (1) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred as required by this Agreement or incurred in the ordinary course of business owed by and consistent with prudent business practices, and (D) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Credit Party to any Joint Venture) in respect of Assets other Credit Party; provided that such Debt is subordinated to than Borrowing Base Assets, the Obligations and is also permitted incurrence of which would not result in a Default under Section 6.35.04. (v) in the case of the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (cvi) Debt consisting endorsements 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, 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 $5,000,000 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 ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (hvii) recourse secured Debt, provided that such Debt consisting of liabilities incurred (A) is not recourse to any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and (C) shall not exceed in the ordinary course aggregate at any time outstanding 10% of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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 dueTotal Asset Value; and (nviii) unsecured Debt the incurrence of which would not otherwise permitted result in a Default under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any time5.04.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):than: (ai) the Obligations; (b) intercompany Debt incurred in the ordinary course of business owed 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 Parent Guarantor or to a Subsidiary 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 the Parent Guarantor incurred 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 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 ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection cash management operations in the ordinary course of business; (hii) Debt consisting of liabilities incurred in outstanding on the ordinary course of business under workers’ compensation claims required by Governmental Authoritydate hereof and identified as "Not To Be Refinanced" on Schedule 4.01(y); (iiii) without duplication, guarantees Debt owed to the Borrower or to a wholly owned Subsidiary of Debt otherwise permitted under this Section 6.1the Borrower; (jiv) Debt existing on under the 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 refinancingLoan Documents; (kv) Capitalized Leases and Debt incurred or assumed for the purpose of financing all or a part of the cost of acquiring or constructing any fixed or capital asset, not to exceed in the aggregate $50,000,000 at any time outstanding; (vi) in the case of the Parent Guarantor, Debt in respect of the Guaranteed Senior Debt, the Retained Marriott Bonds, the ▇▇▇▇▇, the indenture in respect of the ▇▇▇▇▇, as the same may be amended from time to time, and the ▇▇▇▇▇ Allocation Agreement; (vii) Debt representing deferred compensation incurred to employees of the Credit Parties incurred finance capital assets for specific clients in the ordinary course of business in connection with management contracts with such clients; (viii) Debt in respect of obligations secured by Liens permitted under Section 5.02(a)(viii); (ix) Debt in respect of Hedge Agreements entered into to hedge against currency, interest rate and commodity price risks of the Parent Guarantor and its Subsidiaries arising from the operations and financing of the Parent Guarantor and its Subsidiaries and not for speculative purposes; and (x) other Debt not permitted under clauses (i) through (ix) above in an aggregate principal amount outstanding at any time 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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; and (n) 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 time15,000,000.

Debt. No Credit Each Loan Party shallshall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, incur, create, assume, incuror permit to exist any Debt, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the Obligations (other than Hedge Obligations); (b) intercompany existing Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3described on Schedule 7.1; (c) purchase money 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, 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 Capitalized Lease Obligations not to exceed $5,000,000 2,500,000 in the aggregate at any timetime outstanding; (i) Debt of any Loan Party owing to any other Loan Party, (ii) Debt of any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor, and (iii) Debt of any Subsidiary that is not a Guarantor owing to any Loan Party that is permitted under Section 7.5; (e) Hedging Arrangements Debt owed to the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, performance, bid, surety or appeal bonds, performance and completion guarantees and similar obligations, pursuant to trade creditors for goods reimbursement or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past dueindemnification obligations to such Person, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (gf) Debt arising from the endorsement endorsements of negotiable or similar instruments for collection or deposit in the ordinary course of business; (g) with respect to any Debt permitted to be incurred pursuant to this Section 7.1, guaranties of such Debt or guaranties by any Loan Party or any of its Subsidiaries of such Debt; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authorityowed to any Person providing property, casualty, liability, or other insurance to the Loan Parties, including to finance insurance premiums, 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; (i) without duplication, guarantees of Debt otherwise Hedge Obligations existing or arising under Hedge Agreements permitted under this by Section 6.1;7.17; and (j) other Debt existing on the 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, 2,500,000 in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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; and (n) 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 timetime outstanding.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assumeCreate, incur, issue, assume or suffer to existexist any Debt, other than: (i) Debt under the Credit Documents; (ii) Debt of any Loan Party or any Restricted Subsidiary of the Borrower owing to any other Loan Party or any other Restricted Subsidiary of the Borrower; provided, that (a) any Debt of any Loan Party owing to any non-Loan Party shall be (x) subject to the Intercompany Subordination Agreement and (y) evidenced by one or more notes in form and substance reasonably satisfactory to the Administrative Agent and pledged as Collateral, to the extent required pursuant to the Collateral and Guarantee Requirements and (b) Debt of any manner become liablePerson owing to API incurred in reliance on this clause (ii), directlywhen aggregated with Debt of any API Excluded Subsidiary owing to API incurred in reliance on Section 7.02(f)(iii)(x), indirectlyshall not exceed $10,000,000; (iii) (x) Debt of any API Excluded Subsidiary owing to any Loan Party or any Restricted Subsidiary of the Borrower not to exceed in the aggregate at any time outstanding the Cumulative Credit (if positive) at such time; provided that, in the case of this clause (x), Debt of any API Excluded Subsidiary owing to API, when aggregated with Debt of any Person owing to API incurred in reliance on Section 7.02(f)(ii), shall not exceed $10,000,000 (y) Debt of any Loan Party or contingently any Restricted Subsidiary of the Borrower owing to any API Excluded Subsidiary; provided, that in respect ofthe case of this clause (y), any Debt of any Loan Party owing to any API Excluded Subsidiary shall be (i) subject to the Intercompany Subordination Agreement and (ii) evidenced by one or more notes in form and substance reasonably satisfactory to the Administrative Agent and pledged as Collateral, to the extent required pursuant to the Collateral and Guarantee Requirements; and (z) Debt of any API Excluded Subsidiary owing to any other than the following API Excluded Subsidiary; (iv) existing Debt outstanding on May 31, 2015 and listed on Schedule 7.02(f)(iv) and any unused commitments or amounts in respect of any such Debt so listed (collectively, the “Permitted Existing Debt”): ), and any Debt extending the maturity of, or replacing, refunding, renewing or refinancing, or (aat the election of the Borrower) incurred in substitution of, in whole or in part, the ObligationsExisting Debt; provided that the aggregate principal amount of all Existing Debt and all such Debt incurred in connection with any such extension, replacement, refunding, renewal, refinancing or substitution shall not exceed at any time outstanding the aggregate principal amount of the Existing Debt (including unused commitments and amounts in respect thereof) on the Effective Date (it being understood that any Debt incurred in substitution of any Existing Debt need not be incurred concurrently with, but shall be conditioned upon, the repayment and termination of such Existing Debt and may be incurred by a different obligor than the original Existing Debt if such obligor is not a Loan Party); (bv) intercompany Guarantees (x) by API of Debt incurred of Foreign Subsidiaries that are Restricted Subsidiaries and (y) by any Restricted Subsidiary of API of Debt of API or any other Restricted Subsidiary of API permitted pursuant to this Section 7.02(f); provided that Guarantees by any Loan Party or any Restricted Subsidiary of the Borrower of Debt of any API Excluded Subsidiary shall not exceed in the aggregate at any time outstanding the Cumulative Credit (if positive) at such time; provided, however, that API shall be permitted to provide limited recourse guarantees of Debt of other Loan Parties permitted under Section 7.02(f)(xviii); (vi) Cash Management Obligations and Debt in respect cash pooling arrangements, netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business owed by (and any Credit Party to any other Credit PartyGuarantees thereof); 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, 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 of all such Debt owing by API Excluded Subsidiaries shall not to exceed $5,000,000 in the aggregate at any time; time outstanding $30,000,000 and (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (fy) Debt in arising from the form honoring by a bank or other financial institution of accounts payable to trade creditors for goods a check, draft 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 similar instrument drawn against insufficient funds in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for so long as such items have been made in accordance with GAAPDebt is extinguished within 10 Business Days of incurrence; (gvii) Debt arising from the endorsement representing deferred compensation or similar obligations to employees of instruments for collection incurred in the ordinary course of business; (hviii) Debt consisting in respect of liabilities incurred (i) performance bonds, surety bonds, appeal bonds or customs bonds required in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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 the enforcement of rights or claims of any such extension, replacement Subsidiary 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 connection with judgments that do not result in an aggregate amount not to exceed $1,000,000; (l) Debt consisting Event of (i) the financing of insurance premiums or Default and (ii) customary take-or-pay obligations contained in supply agreementsletters of credit, in each casebank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claims; (mix) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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 evidenced 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; and (n) 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.IP Intercompany Note;

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries toThe Borrower will not incur, create, assume, incur, suffer or permit to exist, or in and will not permit any manner become liableSubsidiary to incur, directlycreate, indirectlyassume, or contingently in respect ofpermit to exist, any Debt other than the following (collectivelyDebt, the “Permitted Debt”):except: (a) Debt to the ObligationsLenders and the Issuing Bank pursuant to the Loan Documents; (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3listed on Schedule 9.1; (c) unsecured Debt consisting of sureties or bonds and similar obligations provided owed by a Guarantor to another Guarantor evidenced by a promissory note which is issued to satisfy any Governmental Authority or other Person and assuring payment of contingent liabilities applicable state regulatory requirement for the issuance of a Credit Party in connection with license for consumer loan activity, such promissory note being pledged to and held by the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas PropertiesAgent as Collateral; (d) Purchase Money Guarantee by the Borrower of real estate lease obligations of a Guarantor; (e) subordinated Debt which is fully subordinated to the Obligations, on terms specifically including, without limitation, that payments on such Debt shall be prohibited if a Default exists or Capital Leases would result from such payment, the maturity date of such Debt shall be later than the later of (i) the Revolving Credit Termination Date or (ii) the Term Loan Termination Date, and other terms and conditions and pursuant to documentation, all in form and substance satisfactory to the Agent and the Required Lenders; (f) Debt consisting of CSO LCs; (g) Guarantees of the Debt permitted in clause (f) above; (h) Debt assumed by the Borrower or any Subsidiary in connection with Permitted Acquisitions in an aggregate principal amount not to exceed $5,000,000 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 ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authorityone time outstanding; (i) without duplication, guarantees purchase money Debt which in each case shall not exceed 100% of Debt otherwise permitted under this Section 6.1the lesser of the total purchase price and the fair market value of such acquired asset as determined at the time of acquisition; (j) Debt existing on Guarantees by the Closing Date and set forth in Schedule 6.1 including extensions, replacements and refinancings thereof which do not increase the principal amount (excluding Borrower or any expenses Subsidiary of real estate lease obligations of an employee or premium incurred in connection with any such extension, replacement agent of Borrower or refinancing) of such Debt as of the date of such extension or refinancing;a Guarantor; and (k) Debt representing deferred compensation to employees of the Credit Parties incurred (other than Debt described in the ordinary course of business clauses (a) through and including (j) above) 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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; and (n) 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 2,000,000.00 at any timeone time outstanding.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (ai) in the Obligationscase of BMCA, Debt owed to a wholly owned Subsidiary of BMCA which is a Guarantor, which Debt (x) shall constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement; (bii) intercompany Debt incurred in the ordinary course case of business any Subsidiary of BMCA, Debt owed by any Credit Party to any other Credit Party; BMCA or to a wholly owned Subsidiary of BMCA, provided that that, in each case, such Debt is subordinated to the Obligations and is also (w) shall be permitted under Section 6.3;5.02(f), (x) shall, in the case of Debt owed to a Loan Party, constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party; and (ciii) in the case of BMCA and its Subsidiaries, (A) Debt consisting under this Agreement, the Revolving Credit Facility, the Existing Indentures, the Senior Notes Indenture, the Term Loan Facility and the Elk Letters of sureties or bonds Credit, (B) So long as (1) no Default has occurred and similar obligations provided is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party such incurrence, BMCA shall be in connection pro forma compliance with the operation provisions of its Oil Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and Gas Propertiesthe Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), including with (I) Debt secured by Liens permitted by Section 5.02(a)(iv), (II) Capitalized Leases permitted by Section 5.02(a)(v), and (III) Debt in respect of sale-leaseback transactions permitted by Section 5.02(a)(vii), provided, however, that (i) such Debt incurred pursuant to plugging, facility removal and abandonment this Section 5.02(b)(iii)(B) shall not have scheduled amortization payments prior to the eighth anniversary of its Oil and Gas Properties; (d) Purchase Money Debt or Capital Leases the Closing Date in an aggregate principal amount in any Fiscal Year (together with the aggregate scheduled amortization payments in any Fiscal Year prior to the eighth anniversary of the Closing Date of any Debt permitted pursuant to clauses (C), (E) and (J) below) greater than the Amortization Basket, and (ii) Debt incurred pursuant to this Section 5.02(b)(iii)(B) shall not to exceed $5,000,000 at any time;200,000,000 in the aggregate during the term of this Agreement, (eC) Hedging Arrangements So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the extent Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt extending the maturity of, or refunding or refinancing, in whole or in part (without any increase in the principal amount thereof or any change in any direct or contingent obligor thereof), any Debt under the 2014 Notes Indenture, the Term Loan Facility, the Revolving Credit Facility or the Senior Notes Indenture, provided, however, that (x) the terms and conditions of such extending, refunding or refinancing Debt are market terms and conditions at the time of such extension, refunding or refinancing and (y) any security arrangements in respect of such extended, refunded or refinanced Debt shall be no more onerous to the Lenders than those set forth in the security documentation in effect at such time; and provided, further, that there are no remaining scheduled amortization payments in respect of such extending, refunding or refinancing Debt prior to December 31, 2015 that is more onerous than the remaining scheduled amortization prior to December 31, 2015 applicable to the Debt being refinanced, provided, further, that any Net Cash Proceeds received by BMCA in connection with any refinancing of such Debt and not prohibited under applied for such refinancing shall be applied as provided in Section 6.15;2.05, (fD) The Surviving Debt and, on or after the Closing Date, the Debt listed on Schedule 5.02(b)(iii)(D) hereto, (E) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt extending the maturity of, or refunding or refinancing, in whole or in part (without any increase in the principal amount thereof or any change in any direct or contingent obligor thereof), any Debt described in clause (B) above and any other Surviving Debt, provided that (x) there are no remaining scheduled amortization payments in respect of such extending, refunding or refinancing Debt prior to December 31, 2015 that is more onerous than the remaining scheduled amortization prior to December 31, 2015 if any, applicable to the Debt being extended, refunded or refinanced, (y) any security arrangements in respect of such extended, refunded or refinanced Debt shall be no more onerous to the Lenders than those set forth in the security documentation in effect at such time; and (z) there are no scheduled amortization payments of principal in respect of such Debt prior to the eighth anniversary of the Closing Date in an aggregate principal amount in any Fiscal Year (together with the aggregated scheduled amortization payments in any Fiscal Year prior to the eighth anniversary of the Closing Date of any Debt permitted pursuant to clauses (B) and (C) above and clause (J) below) greater than the Amortization Basket; provided, further, that the principal amount of such Debt being extended, refunded or refinanced shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing and the direct and contingent obligors therefor shall not be changed as a result of or in connection with such extension, refunding or refinancing, (F) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance, with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), unsecured, subordinated Debt with market terms owing to G-I Holdings or BMCA Holdings, (G) Debt consisting of surety bonds or similar instruments in the form favor of accounts payable to trade creditors for goods government agencies in connection with workers’ compensation liabilities, taxes, assessments or services and current operating liabilities (other than for borrowed money) which in each case obligations, provided, however, that such Debt is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith , (H) Debt of any entity acquired by appropriate proceedings and adequate reserves for such items have been made BMCA or its Subsidiaries in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase terms hereof so long as (ai) such Debt was incurred prior to such acquisition (and not in connection with or contemplation of, such acquisition), (ii) both before and after giving effect to such acquisition, no Default or Event of Default shall exist, and (iii) such Debt has no additional direct, indirect or contingent obligor, (I) Debt of any Loan Party consisting of Contingent Obligations in respect of Debt of other Loan Parties, so long as such other Loan Parties are permitted to incur such Debt hereunder, (J) So long as (1) no Default has occurred and is continuing (both at the amount time of such payment is not determinable by incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance, with the parties provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the purchase or Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt ranked junior (b) once in respect of any Liens securing such Debt, which Liens shall be ranked junior to the amount Liens securing the Bridge Loan Facility), provided, however, that there are no scheduled amortization payments of principal in respect of such payment has been finally fixed Debt prior to December 31, 2015 in an aggregate principal amount in any Fiscal Year (together with the aggregated scheduled amortization payments in any Fiscal Year prior to the eighth anniversary of the Closing Date of any Debt permitted pursuant to clauses (B), (C) and determined by (E) above) greater than the parties to such purchaseAmortization Basket, such amount is paid when due; and (nK) unsecured Debt not otherwise permitted under At any time prior to the preceding provisions thirtieth Business Day after the date of this Section 6.1; provided thatthe Merger, the aggregate principal amount thereof shall not exceed $5,000,000 at any timeElk Private Notes.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (ai) Debt under the ObligationsLoan Documents; (bii) intercompany Debt incurred existing on the Closing Date and described on Schedule 5.02(b) hereto; (iii) Debt of the Borrower in respect of Hedge Agreements (A) existing on the ordinary course date of business owed by any Credit this Agreement and described in Schedule 5.02(b) hereto or (B) entered into from time to time after the date of this Agreement with counter parties that are Lender Parties at the time such Hedge Agreement is entered into (or Affiliates of such Lender Party at such time); and which counter party is then a party to the Intercreditor Agreement; provided that, in all cases under this clause (iii), all such Hedge Agreements shall not be speculative in nature (including, without limitation, with respect to the term and purpose thereof); (iv) Debt of (A) the Borrower owing to any other Credit Loan Party; provided that such Debt is subordinated , and (B) any of the Subsidiaries owing to the Obligations and is also Borrower or any other Loan Party to the extent permitted under Section 6.35.02(f)(viii); (cv) Debt consisting incurred after the date of sureties or bonds this Agreement 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, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (dsecured by Liens expressly permitted under Section 5.02(a)(iv) Purchase Money Debt or Capital Leases in an aggregate principal amount not to exceed exceed, when aggregated with the principal amount of all Debt incurred under clause (vi) of this Section 5.02(b), $5,000,000 at 50,000,000 any timetime outstanding; (evi) Hedging Arrangements to Capitalized Leases incurred after the extent date of this Agreement which, when aggregated with the principal amount of all Debt incurred under clause (v) of this Section 5.02(b), do not prohibited under Section 6.15exceed $50,000,000 at any time outstanding; (fvii) Debt in Contingent Obligations of (A) the form Borrower guaranteeing all or any portion of accounts payable to trade creditors for goods the outstanding Obligations of any of the Subsidiaries and (B) any Subsidiary of the Borrower guaranteeing any Obligations of the Borrower or services and current operating liabilities (other than for borrowed money) which in another Subsidiary thereof; provided that each case such primary Obligation is not more than 90 days past due, in each case incurred in otherwise permitted under the ordinary course terms of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAPthe Loan Documents; (gviii) Unsecured Debt arising from the endorsement not otherwise permitted under this Section 5.02(b) in an aggregate amount not to exceed $50,000,000 at any time outstanding; (ix) Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (hx) Debt consisting comprised of indemnities given by the Borrower or any of its Subsidiaries, or guarantees or other similar undertakings by the Borrower or any of its Subsidiaries entered into in lieu thereof, in favor of the purchaser of property and assets of the Borrower and its Subsidiaries being sold, leased, transferred or otherwise disposed of in accordance with this Agreement and covering liabilities incurred by the Borrower or its applicable Subsidiary in respect of such property and assets prior to the ordinary course date of business consummation of the sale, lease, transfer or other disposition thereof, which indemnities, guarantees or undertakings are required under workers’ compensation claims required by Governmental Authoritythe terms of the documentation for such sale, lease, transfer or other disposition; (ixi) without duplicationDebt comprised of liabilities or other Obligations assumed or retained by the Borrower or any of its Subsidiaries from Subsidiaries of the Borrower that are, guarantees or all or substantially all of the property and assets of which are, sold, leased, transferred or otherwise disposed of pursuant to Section 5.02(e)(iii) or (vi); provided that such liabilities or other Obligations were not created or incurred in contemplation of the related sale, lease, transfer or other disposition; (xii) Unsecured Subordinated Debt or Redeemable Preferred Interests not otherwise permitted under this Section 6.15.02(b), provided that the aggregate amount of the outstanding principal amount of such unsecured Subordinated Debt and the maximum amount of the purchase price, redemption price or liquidation value (whichever is greater) of such Redeemable Preferred Interests does not exceed $400,000,000 at any time; provided further that the Net Cash Proceeds thereof are applied to prepay the Advances to the extent provided in Section 2.06(b); (jxiii) Debt existing on extending the Closing Date and set forth maturity of, or refunding, refinancing or replacing, in Schedule 6.1 including extensionswhole or in part, replacements and refinancings thereof which do any Debt incurred under clause (ii) of this Section 5.02(b); provided, however, that (A) the aggregate principal amount of such extended, refunding, refinancing or replacement Debt shall not increase be increased above the principal amount thereof and the premium, if any, thereon outstanding immediately prior to such extension, refunding, refinancing or replacement, (excluding any expenses B) the direct and contingent obligors therefor shall not be changed as a result of or premium incurred in connection with any such extension, refunding, refinancing or replacement, (C) such extended, refunding, refinancing or replacement Debt shall not mature prior to the stated maturity date or refinancing) of such Debt as mandatory redemption date of the date Debt being so extended, refunded, refinanced or replaced, and (D) if the Debt being so extended, refunded, refinanced or replaced is subordinated in right of such extension payment or refinancing; (k) Debt representing deferred compensation otherwise to employees the Obligations of the Credit Parties incurred Borrower or any of its Subsidiaries under and 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance respect of the Credit Parties after the closing of Loan Documents, such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase extended, refunding, refinancing or (b) once the amount of such payment has been finally fixed and determined by the parties replacement Debt shall be subordinated to such purchase, such amount is paid when dueObligations to at least the same extent; and (nxiv) unsecured Debt not otherwise permitted under comprised of guarantees given by the preceding provisions Borrower or any of this Section 6.1; provided thatits Subsidiaries in respect of any Special Purpose Licensed Entity which obligations, when aggregated with the aggregate principal amount thereof of all Investments made under Section 5.02(f)(ix) hereof, shall not exceed $5,000,000 30,000,000 at any time.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, The Borrower will not create, assume, incur, assume or suffer to exist, or in permit any manner become liableSubsidiary to create, directlyincur, indirectly, assume or contingently in respect ofsuffer to exist, any Debt other than the following (collectively, the “Permitted Debt”):following: (a) Debt under the ObligationsCredit Documents; (b) intercompany Debt incurred existing on the date of this Agreement and described in Schedule 6.02, including renewals and refinancings of such Debt, so long as the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt principal amount thereof is subordinated to the Obligations and is also permitted under Section 6.3not increased; (c) Debt consisting under one or more Interest Rate Contract or Hydrocarbon Hedge Agreement (provided that the parties to this Agreement hereby agree that the obligations of sureties the Borrower to the Banks in respect of any Interest Rate Contract 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 Hydrocarbon Hedge Agreement are secured by the operation of its Oil and Gas PropertiesSecurity Documents, including but only, with respect to pluggingeach such Bank, facility removal if and abandonment of its Oil and Gas Propertiesso long as such Bank remains a Bank); (d) Purchase Money Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form respect 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 ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of negotiable instruments for collection in the ordinary course of business; (e) Debt between the Borrower and any Subsidiary or between Subsidiaries, provided that (i) such Debt is noted on the books and records of the Borrower and its Subsidiaries and (ii) in the case of any Debt owed by the Borrower, such Debt is subordinated to the Obligations of the Borrower under the Credit Documents on terms and conditions, and pursuant to documentation, in form and substance satisfactory to the Administrative Agent in its sole discretion; (f) Debt in respect of Capital Leases not exceeding $3,000,000 in aggregate amount equivalent to principal at any time outstanding; (g) Debt secured by Liens permitted by Section 6.01(d), not exceeding $2,000,000 in aggregate principal amount at any time outstanding; (h) at any time following the termination of the Revolver B Commitments, termination of all Letters of Credit, repayment of all Revolver B Advances, reimbursement of all drawings under Letters of Credit and payment of all interest, fees and other amounts payable in respect of the Revolver B Advances, Debt consisting of liabilities incurred the Borrower or its Subsidiaries in respect of letter-of-credit facilities not exceeding $10,000,000 in the ordinary course of business under workers’ compensation claims required by Governmental Authority;aggregate at any time outstanding; and (i) without duplicationDebt in addition to that described above, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the Closing Date and set forth not exceeding $3,000,000 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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; and (n) 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 timetime outstanding.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (ai) in the Obligations;case of the Borrower, (b) intercompany Debt incurred in the ordinary course of business owed 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, 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 $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (fA) Debt in the form respect of accounts payable Hedge Agreements designed to trade creditors for goods hedge against fluctuations in interest rates or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past duecommodity pricing, in each case incurred in the ordinary course of businessbusiness and consistent with prudent business practice, unless contested and (B) Debt owed to a direct or indirect wholly-owned Subsidiary of the Borrower, which Debt (x) shall constitute Pledged Debt, (y) shall be subordinated to any Debt of the Borrower under the Loan Documents on terms reasonably acceptable to the Administrative Agent and (z) if evidenced by promissory notes, shall be in good faith form and substance satisfactory to the Administrative Agent and shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Pledge Agreement. (ii) in the case of any Subsidiary of the Borrower, Debt owed to the Borrower or to a wholly owned Subsidiary of the Borrower, provided that, in each case, to the extent such Debt exceeds $10,000,000 in the aggregate, such Debt (x) shall constitute Pledged Debt, (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by appropriate proceedings promissory notes in form and adequate reserves substance satisfactory to the Administrative Agent and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such items have been made holder is a party and delivered to the Collateral Agent pursuant to the terms of the Pledge Agreement; and (iii) the Guaranties and, in the case of the Loan Parties and their Subsidiaries, (A) Debt under the Loan Documents; (B) So long as no Default has occurred and is continuing, Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding; provided that to the extent any Debt is created, incurred or assumed in compliance with this clause (B) while no Default has occurred and is continuing, such Debt shall continue to be permitted under this clause (B) in the event that a Default has occurred and is continuing; (C) Capitalized Leases (other than those permitted by clause (F) below) not to exceed in the aggregate $10,000,000 at any time outstanding, and in the case of Capitalized Leases to which any Subsidiary of a Loan Party is a party, Debt of the Loan Party of the type described in clause (j) of the definition of “Debt” guaranteeing the Obligations of such Subsidiary under the Capitalized Leases permitted under this clause (C); (D) Debt of any Person that becomes a Subsidiary of the Borrower after the date hereof in accordance with GAAPthe terms of Section 5.02(f) which Debt does not exceed $10,000,000 in the aggregate and is existing at the time such Person becomes a Subsidiary of the Borrower; (gE) So long as no Default has occurred and is continuing, other unsecured Debt arising from of the endorsement Borrower in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; provided that to the extent any Debt is created, incurred or assumed in compliance with this clause (E) while no Default has occurred and is continuing, such Debt shall continue to be permitted under this clause (E) in the event that a Default has occurred and is continuing; (F) the Surviving Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; (G) Contingent obligations of the Loan Parties or any of their Subsidiaries in an amount not to exceed $10,000,000; provided that such contingent obligations are unsecured; (H) Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (hI) Debt consisting in respect of liabilities incurred in the ordinary course letters of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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 credit in an aggregate amount not to exceed $1,000,0002,000,000 at any time outstanding; (lJ) Debt consisting in respect of (i) the financing indemnification obligations in connection with bonds and letters of credit related to self 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance and insurance programs and policies of the Credit Loan 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 duetheir respective Subsidiaries; and (nK) unsecured Debt not otherwise permitted under Obligations in respect of the preceding provisions Borrower’s Non-Qualified Deferred Compensation Plan to the extent of this Section 6.1; provided that, assets of such plan are on the aggregate principal amount thereof shall not exceed $5,000,000 at any timeBorrower’s balance sheet.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assumeCreate, incur, assume or suffer to exist, or in permit any manner become liableof its Restricted Subsidiaries to create, directlyincur, indirectly, assume or contingently in respect ofsuffer to exist, any Debt other than the following (collectivelyDebt, the “Permitted Debt”):except: (a) Debt under the ObligationsLoan Documents; (b) intercompany (i) the 2022 Senior Notes and the 2022 Senior Notes Guarantees and, in each case, any Permitted Refinancing thereof; provide that the aggregate principal amount of all such Debt incurred at any one time outstanding pursuant to this Section 7.2(b)(i) shall not exceed $1,250,000,000, (ii) the 2024 Senior Notes and the 2024 Senior Notes Guarantees and, in each case, any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(b)(ii) shall not exceed $1,750,000,000, (iii) the 2025 Senior Notes and the 2025 Senior Notes Guarantees and, and, in each case, any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(b)(iii) shall not exceed $1,500,000,000, and (iv) Debt existing on the Closing Date and described on Schedule 7.2(b) hereto and any Permitted Refinancing thereof; (c) Debt of the Borrower in respect of Swap Agreements (A) existing on the Closing Date and described in Schedule 7.2(b) hereto or (B) entered into from time to time after the Closing Date with counterparties that are Lenders at the time such Swap Agreement is entered into (or Affiliates of such Lender at such time); provided that, in all cases under this clause (c), all such Swap Agreements shall be entered into for business, commercial or financial purposes in the ordinary course of business owed 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 Propertiesincluding, including without limitation, with respect to plugging, facility removal the term and abandonment of its Oil and Gas Propertiespurpose thereof); (d) Purchase Money Debt of (A) the Borrower owing to any Restricted Subsidiary, and (B) any of the Restricted Subsidiaries owing to the Borrower or Capital Leases any other Restricted Subsidiary; provided that with respect to any loan or advance by a Loan Party, (i) any such Debt shall be evidenced by an Intercompany Note and pledged by such Loan Party as Collateral pursuant to the Security Documents and (ii) if such loan or advance is to a Non-Guarantor Subsidiary, such loan or advance is permitted by Section 7.6; (e) Debt incurred and secured by Liens expressly permitted under Section 7.1(d) (or with respect to NMTC Indebtedness) and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(e), when aggregated with the principal amount of all Debt outstanding at such time under Section 7.2(f) shall not exceed the greater of $500,000,000 or 10.0% of the Consolidated Tangible Assets of the Borrower and its Restricted Subsidiaries; (f) Attributable Indebtedness (including Financing Leases) incurred and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(f), when aggregated with the principal amount of all Debt outstanding at such time under Section 7.2(e), shall not exceed the greater of $500,000,000 or 10.0% of the Consolidated Tangible Assets of the Borrower and its Restricted Subsidiaries; (g) Contingent Obligations of (A) the Borrower guaranteeing any obligations of any Restricted Subsidiary and (B) any Restricted Subsidiary of the Borrower guaranteeing any obligations of the Borrower or any other Restricted Subsidiary; provided that each such primary obligation is not otherwise prohibited under the terms of the Loan Documents; and provided, further, that any guaranty of obligations of any Non-Guarantor Subsidiary by a Loan Party is permitted by Section 7.6; (i) Debt in an aggregate principal amount not to exceed $5,000,000 250,000,000 at any timetime outstanding and (ii) any Permitted Refinancing thereof; (ei) 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 ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on comprised of indemnities given by the Closing Date Borrower or any of its Restricted Subsidiaries, or guarantees or other similar undertakings by the Borrower or any of its Restricted Subsidiaries entered into in lieu thereof, in favor of the purchaser of property and set forth assets of the Borrower and its Restricted Subsidiaries being sold, leased, transferred or otherwise disposed of in Schedule 6.1 including extensions, replacements accordance with this Agreement and refinancings thereof which do not increase covering liabilities incurred by the principal amount (excluding any expenses Borrower or premium incurred its applicable Restricted Subsidiary in connection with any such extension, replacement or refinancing) respect of such Debt as of property and assets prior to the date of consummation of the sale, lease, transfer or other disposition thereof, which indemnities, guarantees or undertakings are required under the terms of the documentation for such extension sale, lease, transfer or refinancingother disposition; (k) Debt representing deferred compensation to employees comprised of liabilities or other obligations assumed or retained by the Borrower or any of its Restricted Subsidiaries from Restricted Subsidiaries of the Credit Parties Borrower that are, or all or substantially all of the property and assets of which are, sold, leased, transferred or otherwise disposed of pursuant to Section 7.5(c) or (f); provided that such liabilities or other obligations were not created or incurred in contemplation of the ordinary course related sale, lease, transfer or other disposition; (l) secured and unsecured Debt of business Non-Guarantor Subsidiaries (including Foreign Subsidiaries) in an aggregate amount not to exceed $1,000,0001,000,000,000 at any time outstanding; (lm) Debt consisting comprised of guarantees given by the Borrower or any of its Restricted Subsidiaries in respect of any Special Purpose Licensed Entity which obligations, when aggregated with the aggregate amount of all Investments made under Section 7.6(i) hereof, shall not exceed $150,000,000 at any time outstanding; (in) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, Debt under Cash Management Agreements and similar arrangements in each casecase in connection with cash management, financial services and deposit accounts in the ordinary course of business or Debt under notional pooling cash management arrangements or insurance premium financings in the ordinary course of business; (mo) unsecured Debt consisting in connection with Permitted Receivables Financings; (p) Debt of any purchase price adjustments Person that becomes a Restricted Subsidiary of the Borrower (or of any Person not previously a Restricted Subsidiary of the Borrower that is merged or consolidated with or into the Borrower or one of its Restricted Subsidiaries) after the Closing Date as a result of an Investment pursuant to which a seller may become entitled to Section 7.6(e) or (j) or Debt of any Person that is assumed by the extent such payment is determined Borrower or any of its Restricted Subsidiaries in connection with an acquisition of assets by a closing purchase price adjustment the Borrower or such payment depends on the positive performance of the Credit Parties after the closing Restricted Subsidiary in an Investment pursuant to Section 7.6(j), and any Permitted Refinancing thereof; provided that (A) such Debt is not incurred in contemplation of such purchase so long as Investment and (aB) the amount of such payment is not determinable by Borrower and the parties to Restricted Subsidiaries will be in compliance on a Pro Forma Basis with 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 duecovenant set forth in Section 7.16; and (nq) unsecured Debt incurred in the ordinary course of business with respect to performance bonds, surety bonds, completion bonds, guaranty bonds, appeal bonds or customs bonds, letters of credit, and other obligations of a similar nature required in the ordinary course of business or in connection with the enforcement of rights or claims of the Borrower or any of its Restricted Subsidiaries or in connection with judgments that do not otherwise result in a Default or to secure obligations under workers’ compensation laws, unemployment insurance or similar social security legislation (other than in respect of employee benefit plans subject to ERISA), public, regulatory or statutory obligations or payment of customs duties in connection with the importation of goods. (r) Permitted Other Debt and any Permitted Refinancing thereof; (s) Debt (other than Debt for borrowed money) incurred by the Borrower or any of its Restricted Subsidiaries supported by any Specified Letter of Credit and any Permitted Refinancing thereof; provided that on a Pro Forma Basis, on the date such Specified Letter of Credit is issued, after giving effect to any such incurrence (and assuming that the maximum amount of any such Specified Letters of Credit are fully drawn), the Senior Secured Leverage Ratio is no more than 3.50:1.00; (t) Credit Agreement Refinancing Debt; (u) Debt incurred by the Borrower or any of its Restricted Subsidiaries in connection with any Investment permitted by Section 7.6, constituting indemnification obligations or obligations in respect of purchase price (including earnouts) or other similar adjustments; (v) Debt incurred by a Restricted Company under a letter of credit facility in an aggregate amount not to exceed $250,000,000 at any time outstanding; (w) NMTC Indebtedness, so long as the preceding provisions Borrower and the Restricted Subsidiaries will be in compliance on a Pro Forma Basis with the covenant set forth in Section 7.16; and (x) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (w) above. For purposes of determining compliance with this Section 7.2, (A) Debt need not be permitted solely by reference to one category of permitted Debt (or any portion thereof) described in Sections 7.2(a) through (w) but may be permitted in part under any relevant combination thereof (and subject to compliance, where relevant, with Section 7.1), (B) in the event that an item of Debt (or any portion thereof) meets the criteria of one or more of the categories of permitted Debt (or any portion thereof) described in Sections 7.2(a) through (w), the Borrower may, in its sole discretion, classify or divide such item of Debt (or any portion thereof) in any manner that complies with this Section 7.2 and will be entitled to only include the amount and type of such item of Debt (or any portion thereof) in one of the above clauses (or any portion thereof) and such item of Debt (or any portion thereof) shall be treated as having been incurred or existing pursuant to only such clause or clauses (or any portion thereof); provided, that all Debt outstanding under this Agreement shall at all times be deemed to have been incurred pursuant to clause (a) of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any time7.2.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assumeCreate, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) in any manner become liable, directly, indirectly, or contingently the case of the Borrower, (A) Debt in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt of Hedge Agreements designed to hedge against fluctuations in interest rates incurred in the ordinary course of business owed 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 consistent with prudent business practice 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 Debt or Capital Leases in an aggregate principal amount Agreement Value thereof not to exceed $5,000,000 2,000,000 at any timetime outstanding, and (B) Debt owed to a Restricted Subsidiary of the Borrower, which Debt (x) shall, in the case of Debt owed to a Loan Party, constitute Pledged Debt, (y) shall be on terms acceptable to the Administrative Agent and (z) if evidenced by promissory notes, such promissory notes shall be in form and substance satisfactory to the Administrative Agent and shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Security Agreement; (eii) Hedging Arrangements in the case of any Restricted Subsidiary of the Borrower, Debt owed to the extent not prohibited Borrower or to a Restricted Subsidiary of the Borrower, provided, that, in each case, such Debt (x) shall, in the case of Debt owed to a Loan Party, constitute Pledged Debt, (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under Section 6.15;the Loan Documents to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Security Agreement; and (fiii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv), (C) Capitalized Leases, (D) (x) the Existing Debt, and (y) any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Existing Debt, provided, that the form terms of accounts payable any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, provided further that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to trade creditors for goods such extension, refunding or services refinancing, and current operating liabilities the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, provided still further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Existing Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate, (E) Debt of any Person that becomes a Restricted Subsidiary of the Borrower after the date hereof in accordance with the terms of Section 5.02(f) which Debt is existing at the time such Person becomes a Restricted Subsidiary of the Borrower (other than Debt incurred solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower), (F) Contingent Obligations (1) in respect of obligations of the Loan Parties permitted hereunder, (2) described on Schedule 5.02(b)(iii)(F), (3) arising in connection with indemnity programs for borrowed moneyemployees and or agents, provided, that such Contingent Obligations do not exceed in the aggregate at any time $5,000,000, and (4) which in each case is respect of loans and advances made to employees and/or agents pursuant to the Commission Advance Program or on account of errors and omissions insurance coverage programs, provided, that, after giving effect thereto, the aggregate amount of all Contingent Obligations permitted by subsections (iii)(F)(2), (3) and (4) above plus the aggregate amount of loans and advances made pursuant to subsections (ii) and (xi) of Section 5.02(f) shall not more than 90 days past due, in each case incurred exceed $6,000,000, (G) Debt under any insurance premium financing arrangement entered into in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP;and (gH) other Debt arising from not otherwise prohibited by the endorsement terms of instruments for collection in the ordinary course proviso set forth at the end of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; 5.02(b) and subordinated to Debt incurred hereunder on terms and conditions reasonably satisfactory to the Administrative Agent (j) Debt existing on the 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 seller may become entitled except to the extent such payment is determined otherwise permitted by a closing purchase price adjustment or such payment depends on Section 8.06); provided, however, that notwithstanding the positive performance provisions of the Credit Parties after the closing of such purchase so long as subsections (aiii)(A) through (iii)(H) above, (x) the aggregate amount of such payment all Debt described in subsections (iii)(B), (iii)(C), (iii)(D)(y), (iii)(E) and (iii)(H) above that is not determinable secured 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; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof Liens shall not exceed $5,000,000 2,000,000 at any timetime outstanding and (y) the aggregate amount of all Debt described in subsections (iii)(B), (iii)(C), (iii)(D)(y), (iii)(E) and (iii)(H) above shall not exceed $6,000,000 at any time outstanding.

Debt. No Credit Party shallThe Borrower will not, nor shall it and will not permit any of its Subsidiaries other Loan Party to, incur, create, assume, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the ObligationsNotes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents; (b) intercompany Debt accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business owed which are not greater than 90 days past the date of invoice or delinquent or which are being contested in good faith by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations appropriate action and is also permitted under Section 6.3for which adequate reserves have been maintained in accordance with GAAP; (c) Debt consisting of sureties under Capital Leases not to exceed $15,000,000 in the aggregate at any one time outstanding; (d) Debt associated with bonds or bonds and similar surety obligations provided to any required by Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party Requirements in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its the Oil and Gas Properties; (d) Purchase Money Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form endorsements 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 ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of negotiable instruments for collection in the ordinary course of business; (hf) Permitted Second Lien Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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 Borrower 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 agreements200,000,000 and guarantees thereof by any Loan Party, in each case, in subject to the ordinary course of businessIntercreditor Agreement; (mg) unsecured Debt consisting of under Permitted Senior Unsecured Notes and guarantees thereof by any purchase price adjustments Loan Party; (h) other Debt not to which a seller may become entitled to exceed $15,000,000 in the extent such payment is determined by a closing purchase price adjustment or 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 dueaggregate at any one time outstanding; and (ni) unsecured Debt not otherwise permitted under of the preceding provisions of this Section 6.1; provided that, Borrower or a Guarantor to the aggregate principal amount thereof shall not exceed $5,000,000 at Borrower or any timeGuarantor.

Debt. No Credit Party shallIt shall not, nor and shall it not permit any of its Subsidiaries to, incur, create, assume, incur, assume or suffer to existexist any Debt, or in any manner become liableexcept, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):without duplication: (aA) the Obligations; (bB) intercompany Debt of the Parent and its Subsidiaries existing on the Closing Date that is described on Schedule 7.2 and any Permitted Refinancing Debt in respect thereof; (C) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business owed which are not greater than 90 days past the date of invoice or delinquent or which are being contested in good faith by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations appropriate action and is also permitted under Section 6.3for which adequate reserves have been maintained in accordance with GAAP; (cD) Debt consisting of sureties under Capital Leases not to exceed $2,000,000; (E) Debt associated with bonds or bonds and similar surety obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party required by Applicable Law in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its the Oil and Gas Properties; (dF) Purchase Money intercompany Debt between the Parent and its Subsidiaries to the extent permitted by Section 7.5(G); provided (i) such Debt is not held, assigned, transferred, negotiated or Capital Leases in an aggregate principal amount not pledged to exceed $5,000,000 at any timePerson other than the Parent or one of the other Loan Parties and (ii) any such Debt owed by a Loan Party is subordinated to the Obligations; (eG) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form endorsements 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 ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of negotiable instruments for collection in the ordinary course of business; (hH) Debt consisting of liabilities incurred in the ordinary course of business to finance premiums for insurance policies required under workers’ compensation claims required by Governmental AuthoritySection 5.12; (i) without duplication, guarantees of Permitted Second Lien Debt otherwise permitted under this Section 6.1; (j) Debt existing on incurred after the Closing Date and set forth in Schedule 6.1 including extensions, replacements guarantees thereof by any Guarantor 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 agreementsDebt that constitutes Permitted Refinancing Debt of such Permitted Second Lien Debt permitted under the Intercreditor Agreement and any guarantees thereof, in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) no Default or Event of Default exists at the amount time of, or results from, the incurrence of any such payment is not determinable by the parties to the purchase or Debt and (b) once the amount Borrower is in pro forma compliance with Section 7.1 at the time of incurrence of such payment has been finally fixed Debt and determined by after giving effect to the parties to incurrence of such purchase, such amount is paid when dueDebt; and (nJ) unsecured other Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, to exceed $2,000,000 in the aggregate principal amount thereof shall not exceed $5,000,000 at any timeone time outstanding.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, any Debt, except: (i) Debt under the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any Loan Party, provided that, in any manner become liableeach case, directlysuch Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, indirectly, or contingently which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) in respect of, any Debt the case of each Loan Party (other than the following (collectively, the “Permitted Debt”):Parent Guarantor) and its Subsidiaries, (aA) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $5,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $5,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) the Obligations;Surviving Debt described on Schedule 4.01(o) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt, (bD) intercompany Debt in respect of Hedge Agreements entered into by the Borrower and designed to hedge against fluctuations in interest rates or foreign exchange rates incurred as required by this Agreement or incurred in the ordinary course of business owed and consistent with prudent business practices, (E) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement, and (F) Recourse Debt not secured 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, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (d) Purchase Money Debt or Capital Leases Lien in an aggregate principal amount not to exceed $5,000,000 5% of Total Asset Value at any timeone time outstanding; (eiv) Hedging Arrangements to Recourse Debt of the extent not prohibited under Section 6.15; (f) Borrower and/or Property-Level Subsidiaries of the Borrower and the JV Pro Rata Share of Recourse 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 dueany Joint Venture, in each case incurred as such Recourse Debt may be secured by Liens permitted by Section 5.02(a)(vii), in respect of which the Borrower or the Parent Guarantor has guaranteed the obligations of the Borrower and/or such Property-Level Subsidiary or Joint Venture under such Recourse Debt and the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement; (v) in the case of the Parent Guarantor and the Borrower, Debt under Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP;; and (gvii) any other Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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, 5,000,000 in the ordinary course aggregate at any time outstanding in respect of business; (m) unsecured Debt consisting of any purchase price adjustments to all Loan Parties and which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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 secured 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; and (n) 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 timeLien on any Borrowing Base Asset.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (ai) Debt under the ObligationsLoan Documents; (bii) intercompany Debt incurred existing on the Closing Date and described on Schedule 5.02(b) hereto; (iii) Debt of the Borrower in respect of Hedge Agreements (A) existing on the ordinary course date of business owed by any Credit this Agreement and described in Schedule 5.02(b) hereto or (B) entered into from time to time after the date of this Agreement with counter parties that are Lender Parties at the time such Hedge Agreement is entered into (or Affiliates of such Lender Party at such time); and which counter party is then a party to the Intercreditor Agreement; provided that, in all cases under this clause (iii), all such Hedge Agreements shall not be speculative in nature (including, without limitation, with respect to the term and purpose thereof); (iv) Debt of (A) the Borrower owing to any other Credit Loan Party; provided that such Debt is subordinated , and (B) any of the Subsidiaries owing to the Obligations and is also Borrower or any other Loan Party to the extent permitted under Section 6.35.02(f)(viii); (cv) Debt consisting incurred after the date of sureties or bonds this Agreement 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, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (dsecured by Liens expressly permitted under Section 5.02(a)(iv) Purchase Money Debt or Capital Leases in an aggregate principal amount not to exceed exceed, when aggregated with the principal amount of all Debt incurred under clause (vi) of this Section 5.02(b), $5,000,000 at 50,000,000 any timetime outstanding; (evi) Hedging Arrangements to Capitalized Leases incurred after the extent date of this Agreement which, when aggregated with the principal amount of all Debt incurred under clause (v) of this Section 5.02(b), do not prohibited under Section 6.15exceed $50,000,000 at any time outstanding; (fvii) Debt in Contingent Obligations of (A) the form Borrower guaranteeing all or any portion of accounts payable to trade creditors for goods the outstanding Obligations of any of the Subsidiaries and (B) any Subsidiary of the Borrower guaranteeing any Obligations of the Borrower or services and current operating liabilities (other than for borrowed money) which in another Subsidiary thereof; provided that each case such primary Obligation is not more than 90 days past due, in each case incurred in otherwise permitted under the ordinary course terms of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAPthe Loan Documents; (gviii) Unsecured Debt arising from the endorsement not otherwise permitted under this Section 5.02(b) in an aggregate amount not to exceed $50,000,000 at any time outstanding; (ix) Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (hx) Debt consisting comprised of indemnities given by the Borrower or any of its Subsidiaries, or guarantees or other similar undertakings by the Borrower or any of its Subsidiaries entered into in lieu thereof, in favor of the purchaser of property and assets of the Borrower and its Subsidiaries being sold, leased, transferred or otherwise disposed of in accordance with this Agreement and covering liabilities incurred by the Borrower or its applicable Subsidiary in respect of such property and assets prior to the ordinary course date of business consummation of the sale, lease, transfer or other disposition thereof, which indemnities, guarantees or undertakings are required under workers’ compensation claims required by Governmental Authoritythe terms of the documentation for such sale, lease, transfer or other disposition; (ixi) without duplicationDebt comprised of liabilities or other Obligations assumed or retained by the Borrower or any of its Subsidiaries from Subsidiaries of the Borrower that are, guarantees or all or substantially all of the property and assets of which are, sold, leased, transferred or otherwise disposed of pursuant to Section 5.02(e)(iii) or (vi); provided that such liabilities or other Obligations were not created or incurred in contemplation of the related sale, lease, transfer or other disposition; (xii) Unsecured Subordinated Debt or Redeemable Preferred Interests not otherwise permitted under this Section 6.1; (j) Debt existing on 5.02(b), provided that the Closing Date and set forth in Schedule 6.1 including extensions, replacements and refinancings thereof which do not increase aggregate amount of the outstanding principal amount of such unsecured Subordinated Debt and the maximum amount of the purchase price, redemption price or liquidation value (excluding any expenses or premium incurred in connection with any such extension, replacement or refinancingwhichever is greater) 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 Redeemable Preferred Interests does not to exceed $1,000,000; (l) Debt consisting of (i) 400,000,000 at any time; provided further, that the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in Net Cash Proceeds thereof are applied to prepay the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled Advances to the extent such payment is determined by a closing purchase price adjustment or 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 dueprovided in Section 2.06(b); and (nxiii) unsecured Debt not otherwise permitted extending the maturity of, or refunding, refinancing or replacing, in whole or in part, any Debt incurred under the preceding provisions clause (ii) of this Section 6.15.02(b); provided thatprovided, however, that (A) the aggregate principal amount of such extended, refunding, refinancing or replacement Debt shall not be increased above the principal amount thereof and the premium, if any, thereon outstanding immediately prior to such extension, refunding, refinancing or replacement, (B) the direct and contingent obligors therefor shall not be changed as a result of or in connection with such extension, refunding, refinancing or replacement, (C) such extended, refunding, refinancing or replacement Debt shall not mature prior to the stated maturity date or mandatory redemption date of the Debt being so extended, refunded, refinanced or replaced, and (D) if the Debt being so extended, refunded, refinanced or replaced is subordinated in right of payment or otherwise to the Obligations of the Borrower or any of its Subsidiaries under and in respect of the Loan Documents, such extended, refunding, refinancing or replacement Debt shall be subordinated to such Obligations to at least the same extent. (xiv) Debt comprised of guarantees given by the Borrower or any of its Subsidiaries in respect of any Special Purpose Licensed Entity which obligations, when aggregated with the aggregate amount of all Investments made under Section 5.02(f)(ix) hereof, shall not exceed $5,000,000 20,000,000 at any time.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or any Debt, except: (i) in any manner become liable, directly, indirectly, or contingently the case of the Borrower, (A) Debt in respect ofof Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates, any Debt other than the following (collectivelyand not for speculative purposes, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt incurred in the ordinary course of business and consistent with prudent business practice, (B) Debt owed by any Credit Party to any other Credit Party; provided that such a wholly owned Subsidiary of the Borrower, which Debt is (x) shall be on subordinated terms reasonably acceptable to the Obligations Administrative Agent and is also permitted under Section 6.3;(y) shall be evidenced by promissory notes in form and substance reasonably satisfactory to the Administrative Agent, (cC) Debt consisting in respect 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 PropertiesSenior Subordinated Notes, 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 $5,000,000 at any time; (e) Hedging Arrangements to 175,000,000 or, if the extent Senior Subordinated Notes are not prohibited under Section 6.15; (f) issued, 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 ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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 respect 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 Bridge Loans in an aggregate principal amount not to exceed $1,000,000;85,000,000, and (lD) Debt consisting in respect of (i) the financing of insurance premiums or Senior Notes, in an aggregate principal amount not to exceed $100,000,000. (ii) customary take-or-pay obligations contained in supply agreementsthe case of any Subsidiary of the Borrower, Debt owed to the Borrower or to a wholly owned Subsidiary of the Borrower, provided that, in each case, in the ordinary course of business; such Debt (mx) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled shall be on terms reasonably acceptable to the extent such payment is determined Administrative Agent and (y) shall be evidenced by a closing purchase price adjustment or 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 promissory notes in form and substance reasonably satisfactory 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 dueAdministrative Agent; and (niii) unsecured in the case of the Borrower and its Subsidiaries, (A) Debt under the Loan Documents (which, in the case of Secured Hedge Agreements, should be consistent with the terms of Section 5.02(b)(i)(A)), (B) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $30,000,000 at any time outstanding, (C) Capitalized Leases not to exceed in the aggregate $50,000,000 at any time outstanding, (D) the Surviving Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt and any Debt in respect of the Senior Subordinated Notes or the Senior Notes, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are not otherwise permitted under prohibited by the preceding provisions Loan Documents, provided further that the principal amount of this Section 6.1; provided that, such Surviving Debt or Debt in respect of the aggregate Senior Subordinated Notes or the Senior Notes shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, provided still further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed $5,000,000 at any time.the then applicable market interest rate,

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, any Debt, except: (i) in the case of BRW, (A) Debt in respect of Hedge Agreements maintained under Section 5.01(o) and other Hedge Agreements not in violation of Section 5.02(n); provided that no Hedge Agreement with any Person other than a Lender Party (or Affiliate of a Lender Party) may be a Secured Hedge Agreement, (B) New Notes issued for cash (without duplication of clause (E) below); provided that (x) 100% of the first $150 million (after giving effect to the issuance of the Junior Notes) of Net Cash Proceeds from the issuance of New Notes shall be applied to prepay the Facilities, with such prepayment to be allocated ratably to the Revolving Credit Advances (as set forth in Section 2.06(b)(v)), the Term A Advances, the Term B Advances and the Term C Advances and to the remaining installments of the Term A Advances, Term B Advances and Term C Advances, respectively, pro rata and (y) 100% of the Net Cash Proceeds in excess of $150 million (after giving effect to the issuance of the Junior Notes) from the issuance of New Notes shall be applied to prepay the Facilities, with such prepayment to be allocated first ratably to the Term A Advances, the Term B Advances and the Term C Advances and applied to the remaining installments thereof pro rata and second to the Revolving Credit Advances as set forth in clause 2.06(b)(v) (it being understood that all expenses or other amounts deducted in determining the calculation of Net Cash Proceeds from the issuance of New Notes at the same time shall be applied equally over the total principal amount of the New Notes being issued at such time); provided that the Administrative Agent shall have received a certificate of a Responsible Officer of BRW certifying that after giving effect to such issuance, BRW and its Subsidiaries are on a pro forma basis in compliance with Section 5.04 during the Facilities Period, (C) Paid in kind interest in respect of the Oak Hill Debt, the Junior Notes, and any other Debt permitted under this Section, (D) Debt owed to a wholly owned Subsidiary of BRW permitted under Section 5.02(f)(xi); provided that such Debt (x) shall constitute Pledged Debt, (y) shall be on terms acceptable to the Agents and (z) if evidenced by promissory notes, shall be in form and substance satisfactory to the Agents and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Security Agreements; provided further, however, that BRW may not incur such Debt to service Debt under the New Notes or make payments in respect of Other Permitted Equity if a Blocking Event has occurred and is continuing, (E) Debt in respect of the Junior Notes and any Debt extending the maturity of, or refunding, renewal or refinancing, in whole or in part, the Junior Notes, provided that the terms of any manner become liablesuch extending, directlyrefunding, indirectlyrenewal or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, provided further that (1) the principal amount of such Debt shall not be increased above the principal amount thereof outstanding (plus accrued interest and fees thereon) immediately prior to such extension, refunding, renewal or refinancing, (2) the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding, renewal or refinancing, (3) such Debt as so refunded, refinanced or renewed shall not mature prior to the stated maturity date or mandatory redemption date of the Junior Notes being so extended, refunded, refinanced or renewed, (4) such extended, refunded, renewed or refinanced Debt shall be subordinated to the Obligations under the Facilities to at least the same extent as the Junior Notes, (5) such Debt as so refunded, refinanced or renewed shall not contain any grant of collateral or rights to collateral or any covenants or defaults that are more restrictive, or contingently subordination terms that are more narrow, in any material respect than the terms of the Junior Notes being so extended, refunded, refinanced or renewed, and (6) such Debt as so refunded, refinanced or renewed will not provide any put, redemption or prepayment right, or any amortization or maturity date, prior to the end of the Facilities Period, and (F) Debt of BRW incurred in connection with a BCI Exchange including Debt of BRW issued to a third party provided that the proceeds of such Debt are applied to the prepayment or retirement of the BCI Senior Subordinated Notes (and any Debt extending the maturity of, or refunding, renewing or refinancing, in whole or in part, such Debt of BRW, provided that the terms of any such extending, refunding, renewal or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, satisfy the requirements set forth in clause (E) above with each reference therein to Junior Notes being replaced with a reference to the Debt under this clause (F)); provided that such Debt (v) contains only pay in kind interest payment obligations during the Facilities Period, (w) is not convertible or exchangeable for any Equity Interests other than common stock of BRW, (x) the aggregate amount of cash paid in respect ofof redemptions, repayments or fees in connection with all BCI Exchanges shall not exceed the amounts agreed to in writing by BRW and the Agents and (y) any instrument or agreement evidencing such Debt other entered into in connection with any BCI Exchange will not contain any grant of collateral or rights to collateral or any covenants or defaults that are more restrictive, or subordination terms that are more narrow (e.g., no less favorable to the Lender Parties), in any material respect than the following (collectivelyterms of the Oak Hill Indenture and will not provide any put, redemption or prepayment right, or any amortization or maturity date, prior to the “Permitted Debt”): (a) end of the ObligationsFacilities Period; (bii) intercompany in the case of any Subsidiary of BRW (including BCI and its Subsidiaries), Debt owed to BRW or to a wholly owned Subsidiary of BRW, provided that, in each case, such Debt (A) shall constitute Pledged Debt, (B) shall be on terms acceptable to the Agents, (C) if evidenced by promissory notes, in form and substance satisfactory to the Agents and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Security Agreements and (D) in the case of BCI or any of its Subsidiaries, the incurrence of such Debt is permitted under Section 5.02(f)(xiii); and (iii) in the case of BRW and its Subsidiaries other than Wireless LLC, (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed $75,000,000 in aggregate principal amount at any time outstanding; provided that any Debt outstanding under this clause (B) of a type described in Section 5.02(b)(v)(B), will automatically reduce the amount of Debt of such type permitted to be outstanding at such time under Section 5.02(b)(v)(B), (C) Capitalized Leases not to exceed in the aggregate $125,000,000 at any time outstanding, and to the extent included in “Capitalized Leases” for purposes of GAAP, IRUs incurred in the ordinary course of business; provided that any Debt outstanding under this clause (C) of a type described in Section 5.02(b)(v)(C), will automatically reduce the amount of Debt of such type permitted to be outstanding at such time under Section 5.02(b)(v)(C), (D) the Surviving Debt (other than Debt under (iii)(C) above), and any Debt extending the maturity of, or refunding, renewal or refinancing, in whole or in part, any Surviving Debt, provided that the terms of any such extending, refunding, renewal or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, provided further that (1) the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding (plus accrued interest and fees thereon) immediately prior to such extension, refunding, renewal or refinancing, (2) the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding, renewal or refinancing, (3) such Surviving Debt as so refunded, refinanced or renewed shall not mature prior to the stated maturity date or mandatory redemption date of the Surviving Debt being so extended, refunded, refinanced or renewed, (4) if the Surviving Debt being so extended, refunded, refinanced or renewed is subordinated in right of payment or otherwise to the Obligations of the Borrowers or any of their Subsidiaries under and in respect of the Loan Documents, such extended, refunded, renewed or refinanced Surviving Debt shall be subordinated to such Obligations to at least the same extent, (5) such Surviving Debt as so refunded, refinanced or renewed shall not contain any grant of collateral or rights to collateral or any covenants or defaults that are more restrictive, or subordination terms that are more narrow, in any material respect than the terms of the Surviving Debt being so extended, refunded, refinanced or renewed and (6) such Surviving Debt as so refunded, refinanced or renewed will not provide any put, redemption or prepayment right, or any amortization or maturity date, prior to the end of the Facilities Period, (E) unsecured Debt incurred in the ordinary course of business owed by for borrowed money or for the deferred purchase price of property or services, maturing after the Final Maturity Date of the Term C Facility, and aggregating, on a Consolidated basis, not more than $65,000,000 in aggregate principal amount at any Credit Party one time outstanding, (F) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (G) unsecured short-term Debt in an aggregate principal amount not to exceed $20,000,000, (H) Contingent Obligations of BRW or any of its Subsidiaries that are Subsidiary Guarantors guaranteeing all or any portion of the outstanding Obligations of any of the other Credit PartyLoan Parties other than with respect to the Senior Notes or in connection with the BCI Exchange; provided that (i) such Debt is subordinated to Obligations are not otherwise prohibited under the terms of the Loan Documents and such Contingent Obligations and is also are unsecured or (ii) in the case of such outstanding Contingent Obligations in respect of obligations of BCI or any of its Subsidiaries, such Contingent Obligations are permitted under Section 6.3;5.02(f)(xiii), (cI) Debt consisting of sureties or bonds debits and similar obligations provided to any Governmental Authority or other Person and assuring payment credits among the Subsidiaries of contingent liabilities of a Credit Party in connection with BRW arising under the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties;BRW Cash Management System, (dJ) Purchase Money Debt of one or Capital Leases more Foreign Subsidiaries arising in the ordinary course of business in an aggregate principal amount not to exceed $5,000,000 at any time; time outstanding; provided that all such Debt incurred pursuant to this subclause (eK) Hedging Arrangements shall be nonrecourse in all respects to the extent not prohibited under Section 6.15; (f) Debt in property and assets of the form of accounts payable to trade creditors for goods or services Loan Parties and current operating liabilities their Subsidiaries (other than for borrowed moneyone or more of the Foreign Subsidiaries), (K) Debt consisting of guaranties of the obligations of BRW under the Junior Notes, (L) Debt constituting Permitted Obligations, and (M) Debt that at the time created, incurred, assumed or otherwise arising constituted a Permitted BCI Transaction so long as at such time no BCI Event of Default specified under Section 7.03(b) shall have occurred with respect to BCI or any of its Subsidiaries (other than a proceeding in connection with a Prepackaged Plan or a sale agreement executed prior to commencement of such proceedings which agreement contemplates a sale of all or substantially all of the assets of BCI and its Subsidiaries pursuant to Section 363 of the Bankruptcy Code); and (iv) in each the case is of Wireless LLC, (A) Debt relating to the acquisition of the Spectrum Assets not more than 90 days past dueto exceed $60,000,000 in aggregate principal amount at any time outstanding, (B) Capitalized Leases, Debt secured by Liens permitted by Section 5.02 (a)(iv) or unsecured Debt, in each the case incurred of such unsecured Debt, maturing after the Final Maturity Date of the Term C Facility, in the ordinary course of businessbusiness for borrowed money or for the deferred purchase price of property or services, unless contested not to exceed $50,000,000 in good faith by appropriate proceedings and adequate reserves for aggregate principal amount at any time outstanding under this clause (B), provided that any Debt outstanding under this clause (B) of a type described in Section 5.02(b)(iii)(B), (C) or (E), as the case may be, will automatically reduce the amount of Debt of such items have been made in accordance with GAAP;type permitted to be outstanding at such time under such clause (B), (C) or (E), as applicable, (gC) Debt arising from of the endorsement type and subject to the restrictions set forth in Sections 5.02(b)(ii) and 5.02(b)(iii)(F) and (I), and (D) Debt (x) existing on May 1, 2002 and (y) refinancings of instruments for collection such Debt, in the ordinary course case of business;clause (y), subject to the restrictions set forth in Section 5.02(b)(iii)(D) except that no Surviving Debt to be refinanced pursuant to this clause (D) that is owed to BRW or to a Subsidiary of BRW may be refinanced with Debt owed to a Person other than a Subsidiary of BRW; provided that any Debt outstanding at any time under clause (x) of a type described in any clause of Section 5.02(b)(iii) will automatically reduce the amount of Debt of such type permitted to be outstanding at such time under such clause of Section 5.02(b)(iii), as applicable. (hv) in the case of BCI and its Subsidiaries, (A) Debt consisting under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) existing on the Effective Date not to exceed $75,000,000 in aggregate principal amount at any time outstanding, provided that any Debt outstanding under this clause (B) of liabilities a type described in Section 5.02(b)(iii)(B), will automatically reduce the amount of Debt of such type permitted to be outstanding at such time under Section 5.02(b)(iii)(B), (C) Capitalized Leases existing on the Effective Date not to exceed in the aggregate $125,000,000 at any time outstanding, and to the extent included in “Capitalized Leases” for purposes of GAAP, IRUs incurred in the ordinary course of business provided that any Debt outstanding under workers’ compensation claims required by Governmental Authority;this clause (C) of a type described in Section 5.02(b)(iii)(C), will automatically reduce the amount of Debt of such type permitted to be outstanding at such time under Section 5.02(b)(iii)(C), (iD) without duplicationthe Surviving Debt (other than Debt under Section 5.02(b)(v)(C) above), guarantees and any Debt extending the maturity of, or refunding, renewal or refinancing, in whole or in part, any Surviving Debt, provided that the terms of Debt any such extending, refunding, renewal or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted under this Section 6.1; by the Loan Documents, provided further that (j1) Debt existing on the Closing Date and set forth in Schedule 6.1 including extensions, replacements and refinancings thereof which do not increase the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding (excluding any expenses plus accrued interest and fees thereon) immediately prior to such extension, refunding, renewal or premium incurred refinancing, (2) the direct and contingent obligors therefor shall not be changed, as a result of or in connection with any such extension, replacement refunding, renewal or refinancingrefinancing (other than in connection with a BCI Exchange), (3) of such Surviving Debt as so refunded, refinanced or renewed shall not mature prior to the stated maturity date or mandatory redemption date of the date Surviving Debt being so extended, refunded, refinanced or renewed, (4) if the Surviving Debt being so extended, refunded, refinanced or renewed is subordinated in right of such extension payment or refinancing; (k) Debt representing deferred compensation otherwise to employees the Obligations of the Credit Parties incurred Borrowers or any of their Subsidiaries under and 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance respect of the Credit Parties after the closing of Loan Documents, such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase extended, refunded, renewed or (b) once the amount of such payment has been finally fixed and determined by the parties refinanced Surviving Debt shall be subordinated to such purchaseObligations to at least the same extent, (5) such amount is paid when due; and (n) unsecured Surviving Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided thatas so refunded, the aggregate principal amount thereof refinanced or renewed shall not exceed $5,000,000 at contain any time.grant of collateral or rights to collateral or any covenants or defaults that are more restrictive, or subordi

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (ai) in the Obligationscase of BMCA, Debt owed to a wholly owned Subsidiary of BMCA which is a Guarantor, which Debt (x) shall constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agreement Agent pursuant to the terms of the Security Agreement; (bii) intercompany Debt incurred in the ordinary course case of business any Subsidiary of BMCA, Debt owed by any Credit Party to any other Credit Party; BMCA or to a wholly owned Subsidiary of BMCA, provided that that, in each case, such Debt is subordinated to the Obligations and is also (w) shall be permitted under Section 6.3;5.02(f), (x) shall, in the case of Debt owed to a Loan Party, constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agreement Agent pursuant to the terms of the Security Agreement; and (ciii) in the case of BMCA and its Subsidiaries, (A) Debt consisting under this Agreement, the Revolving Credit Facility, the Existing Indentures, the Senior Notes Indenture, the Bridge Loan Facility and the Elk Letters of sureties or bonds Credit, (B) So long as (1) no Default has occurred and similar obligations provided is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party such incurrence, BMCA shall be in connection pro forma compliance with the operation provisions of its Oil Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and Gas Propertiesthe Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), including with (I) Debt secured by Liens permitted by Section 5.02(a)(iv), (II) Capitalized Leases permitted by Section 5.02(a)(v), and (III) Debt in respect of sale-leaseback transactions permitted by Section 5.02(a)(vii), provided, however, that (i) such Debt incurred pursuant to plugging, facility removal and abandonment this Section 5.02(b)(iii)(B) shall not have scheduled amortization payments prior to the seventh anniversary of its Oil and Gas Properties; (d) Purchase Money Debt or Capital Leases the Closing Date in an aggregate principal amount in any Fiscal Year (together with the aggregate scheduled amortization payments in any Fiscal Year prior to the seventh anniversary of the Closing Date of any Debt permitted pursuant to clauses (C), (E) and (J) below) greater than the Amortization Basket, and (ii) Debt incurred pursuant to this Section 5.02(b)(iii)(B) shall not to exceed $5,000,000 at any time;200,000,000 in the aggregate during the term of this Agreement, (eC) Hedging Arrangements So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the extent Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt extending the maturity of, or refunding or refinancing, in whole or in part (without any increase in the principal amount thereof or any change in any direct or contingent obligor thereof), any Debt under the 2014 Notes Indenture, the Bridge Loan Facility, the Revolving Credit Facility or the Senior Notes, provided, however, that (x) the terms and conditions of such extending, refunding or refinancing Debt are market terms and conditions at the time of such extension, refunding or refinancing and (y) any security arrangements in respect of such extended, refunded or refinanced Debt shall be no more onerous to the Lenders than those set forth in the security documentation in effect at such time; and provided, further that there are no remaining scheduled amortization payments in respect of such extending, refunding or refinancing Debt prior to December 31, 2014 that is more onerous than the remaining scheduled amortization prior to December 31, 2014 applicable to the Debt being refinanced, provided, further, that any Net Cash Proceeds received by BMCA in connection with any refinancing of such Debt and not prohibited under applied for such refinancing shall be applied as provided in Section 6.15;2.05, (fD) The Surviving Debt and, on or after the Closing Date, the Debt listed on Schedule 3.02 hereto, (E) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt extending the maturity of, or refunding or refinancing, in whole or in part (without any increase in the principal amount thereof or any change in any direct or contingent obligor thereof), any Debt described in clause (B) above and any other Surviving Debt, provided that (x) there are no remaining scheduled amortization payments in respect of such extending, refunding or refinancing Debt prior to December 31, 2014 that is more onerous than the remaining scheduled amortization prior to December 31, 2014 if any, applicable to the Debt being extended, refunded or refinanced and (y) any security arrangements in respect of such extended, refunded or refinanced Debt shall be no more onerous to the Lenders than those set forth in the security documentation in effect at such time; and (z) there are no scheduled amortization payments of principal in respect of such Debt prior to the seventh anniversary of the Closing Date in an aggregate principal amount in any Fiscal Year (together with the aggregated scheduled amortization payments in any Fiscal Year prior to the seventh anniversary of the Closing Date of any Debt permitted pursuant to clauses (B) and (C) above and clause (J) below) greater than the Amortization Basket; provided further that the principal amount of such Debt being extended, refunded or refinanced shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing and the direct and contingent obligors therefor shall not be changed as a result of or in connection with such extension, refunding or refinancing, (F) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance, with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), unsecured, subordinated Debt with market terms owing to G-I Holdings or BMCA Holdings, (G) Debt consisting of surety bonds or similar instruments in the form favor of accounts payable to trade creditors for goods government agencies in connection with workers’ compensation liabilities, taxes, assessments or services and current operating liabilities (other than for borrowed money) which in each case obligations, provided, however, that such Debt is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith , (H) Debt of any entity acquired by appropriate proceedings and adequate reserves for such items have been made BMCA or its Subsidiaries in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase terms hereof so long as (ai) such Debt was incurred prior to such acquisition (and not in connection with or contemplation of, such acquisition), (ii) both before and after giving effect to such acquisition, no Default or Event of Default shall exist, and (iii) such Debt has no additional direct, indirect or contingent obligor, (I) Debt of any Loan Party consisting of Contingent Obligations in respect of Debt of other Loan Parties, so long as such other Loan Parties are permitted to incur such Debt hereunder, (J) So long as (1) no Default has occurred and is continuing (both at the amount time of such payment is not determinable by incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance, with the parties provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the purchase or Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt ranked junior (b) once in respect of any Liens securing such Debt, which Liens shall be ranked junior to the amount Liens securing this Term Loan Facility), provided, however, that there are no scheduled amortization payments of principal in respect of such payment has been finally fixed Debt prior to the seventh anniversary of the Closing Date in an aggregate principal amount in any Fiscal Year (together with the aggregated scheduled amortization payments in any Fiscal Year prior to the seventh anniversary of the Closing Date, of any Debt permitted pursuant to clauses (B), (C) and determined by (E) above) greater than the parties to such purchaseAmortization Basket, such amount is paid when due; and (nK) unsecured Debt not otherwise permitted under At any time prior to the preceding provisions thirtieth Business Day after the date of this Section 6.1; provided thatthe Merger, the aggregate principal amount thereof shall not exceed $5,000,000 at any timeElk Private Notes.

Debt. No Credit Loan Party shallshall incur or maintain any Debt, nor shall it permit any of its Subsidiaries to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):than: (a) the Obligations; (b) intercompany [Reserved]; (c) Debt (i) in respect of Capital Leases and purchase money obligations for fixed or capital assets or (ii) of any Person acquired in a Permitted Acquisition (so long as such Debt (A) existed prior to the acquisition of such Person by a Loan Party or any of its Subsidiaries, (B) is not created in contemplation of such acquisition and (C) is solely the obligation of such Person, and not of any Loan Party or any other Subsidiary), which in the case of each of clauses (i) and (ii) may be secured by Liens under and within the applicable limitations set forth in clause (i) of the definition of Permitted Lien; provided, however, that the aggregate amount of all such Debt at any one time outstanding pursuant to this clause (c) shall not exceed the greater of (i) $10,000,000 and (ii) 2.50% of the consolidated total assets of the Loan Parties and their Subsidiaries; (d) Debt incurred under sale and leaseback transactions permitted under Section 10.11; (e) Debt secured by Real Estate and Equipment and/or proceeds thereof in an aggregate principal amount at any time outstanding not to exceed $10,000,000; (f) Permitted Subordinated Debt; (g) Debt incurred under the Term Loan Facility in an aggregate principal amount at any time outstanding not to exceed the sum of (i) $250,000,000, (ii) incremental facilities provided, that the principal amount of such incremental facilities do not exceed $50,000,000; and any Refinancing Notes, Permitted Debt Exchange Notes or Credit Agreement Refinancing Indebtedness (each as defined in the Term Loan Agreement) issued in respect of any such Debt, and in each case, unless unsecured, subject to the terms and conditions of the Intercreditor Agreement (or other intercreditor agreement reasonably satisfactory to the Administrative Agent); (h) [Reserved]; (i) unsecured Debt outstanding under the PBGC Note in an aggregate principal amount at any time outstanding not to exceed $900,000; (j) [Reserved]; (k) Debt outstanding on the Closing Date and set forth on Schedule 8.8; (l) Debt of any Parent or any of its Subsidiary owing to a Parent any other Subsidiary of Parent, which if such Debt is owed by a Loan Party to a Subsidiary that is not a Loan Party, shall be expressly subordinated in right of payment to the Obligations pursuant to the Intercompany Subordination Agreement or otherwise in a manner reasonably acceptable to the Administrative Agent; (m) obligations (contingent or otherwise) of Parent or any Subsidiary of Parent existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party (other than pursuant to customary netting or setoff provisions); (n) Guarantees of any Loan Party in respect of Debt otherwise permitted hereunder of any other Loan Party; (o) [Reserved]; (p) Debt of consisting of obligations to pay insurance premiums or take-or-pay obligations contained in supply arrangements incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3business; (cq) [Reserved]; (r) Debt consisting in respect of sureties or bonds overdraft facilities, automatic clearinghouse arrangements, employee credit card programs and similar obligations provided to any Governmental Authority or other Person and assuring payment business cash management arrangements in the ordinary course of contingent liabilities of a Credit Party business; (s) notes issued in connection with cashless stock repurchases to 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 Debt or Capital Leases extent otherwise permitted hereunder in an aggregate principal amount not to exceed $5,000,000 at in any timeFiscal Year; (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 ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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; (kt) Debt representing deferred compensation to employees of the Credit Loan Parties or any of their Subsidiaries incurred in the ordinary course of business business, (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) Debt to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Capital Stock of Parent or any direct or indirect parent of Parent permitted by Section 10.2; and (y) Debt not otherwise permitted pursuant to clauses (c) through (x) of this Section 10.5 in an aggregate principal amount at any one time outstanding not to exceed $1,000,000; (l) Debt consisting the greater of (i) the financing of insurance premiums or $25,000,000 and (ii) customary take-or-pay obligations contained in supply agreements, in each case, in 6.25% of the ordinary course consolidated total assets of business;the Loan Parties and their Subsidiaries. (mz) unsecured Permitted Refinancing Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance in respect 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; and (n) 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 timeforegoing.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (ai) Debt under the Loan Documents, Credit Agreement (ii) Capitalized Leases (including any Capitalized Leases included as Surviving Debt) and Debt secured by Liens permitted by Section 5.02(a) (iv) and 5.02(a)(vi) not to exceed in the aggregate $15,000,000 at any time outstanding, (iii) the Obligations;Surviving Debt, (biv) intercompany unsecured Debt of the Domestic Borrower and its Subsidiaries incurred in the ordinary course of business owed by for the deferred purchase price of property or services and aggregating, on a Consolidated basis, not more than $20,000,000 at any Credit Party to one time outstanding, (v) Debt of any other Credit Party; provided Person that such becomes a Subsidiary of the Domestic Borrower after the date hereof in accordance with the terms of Section 5.02(g) which Debt is subordinated to existing at the Obligations and is also permitted under Section 6.3;time such Person becomes a Subsidiary of the Domestic Borrower (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of the Domestic Borrower), (cvi) Debt consisting in respect of sureties (A) Hedge Agreements as may be required from time to time pursuant to Section 3.03(c), and (B) other Hedge Agreements (including those required pursuant to Section 5.01(o)) designed to hedge against fluctuations in interest rates or bonds foreign exchange rates incurred in the ordinary course of business and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party in connection consistent with prudent business practice 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 Debt or Capital Leases in an aggregate principal amount Agreement Value thereof not to exceed $5,000,000 at any timetime outstanding, (vii) Debt owed to the Domestic Borrower by a Subsidiary of the Domestic Borrower and Debt owed by the Domestic Borrower to a wholly-owned Subsidiary of the Domestic Borrower, which Debt (x) shall constitute Pledged Debt, and (y) shall be evidenced by promissory notes in substantially the form attached as Exhibit I or such other form satisfactory to the Administrative Agent; (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 ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (gviii) Debt arising from the endorsement honoring a check, draft or similar instrument against insufficient funds; provided that such Debt is extinguished within five Business days of instruments for collection in the ordinary course of businessits incurrence; (hix) unsecured Debt consisting incurred by Domestic Borrower to former employees in connection with the purchase or redemption of liabilities incurred stock of Domestic Borrower not to exceed in the ordinary course of business under workers’ compensation claims required by Governmental Authorityaggregate $2,000,000; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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 (ix) 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1Senior Subordinated Notes; provided that, after giving effect to the aggregate principal amount thereof issuance of such Debt (A) no Default shall not exceed $5,000,000 at any time.have occurred and be continuing Credit Agreement

Debt. No Credit Party shallThe Borrower will not, nor shall it and will not permit any of its Subsidiaries Subsidiary to, incur, create, assume, incuror permit to exist any Debt, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Debt owing to the ObligationsBanks pursuant to the Loan Documents; (b) intercompany Debt incurred in the ordinary course amount disclosed on Schedule 6.9 hereto and any extensions, renewals or refinancings of business owed such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing, and (ii) such Debt shall not be secured by any Credit Party assets other than assets securing such Debt, if any, prior to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3renewal, extension or refinancing; (c) Debt consisting of sureties or bonds and similar obligations provided the Borrower owing to any Governmental Authority Subsidiary or other Person and assuring payment Debt of contingent liabilities of a Credit Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (d) Purchase Money Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements Subsidiary owing to the extent Borrower or another Subsidiary; provided a Student Loan Subsidiary may not prohibited under Section 6.15; (f) incur, create, assume, or permit to exist any Debt in the form of accounts payable owing 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 duean Insurance Subsidiary, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for except any such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the Closing Date and set forth in which is disclosed on 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 refinancing6.9 hereto; (ki) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in Borrower under Interest Rate Protection Agreements having an aggregate notional amount at any one time outstanding not to exceed Seventy-Five Million Dollars ($1,000,000; (l75,000,000.00) Debt consisting of (i) the financing of insurance premiums or and (ii) customary take-or-pay obligations contained in supply agreementsDebt of a Single Purpose Student Loan Subsidiary under Interest Rate Protection Agreements entered into to mitigate the interest rate risk of Debt incurred by such Single Purpose Student Loan Subsidiary (provided that such Debt is otherwise permitted by clause (e) below), provided that, in each case, each counterparty to such Interest Rate Protection Agreement shall be rated in one of the ordinary course three highest rating categories of business; S&P or Moody's (mas used in this clause (d) unsecured Debt consisting of any purchase price adjustments to which the term "Single Purpose Student ▇▇▇▇ ▇ubsidiary" means a seller may become entitled to the extent such payment is determined by Student Loan Subsidiary organized as a closing purchase price adjustment or such payment depends separate, limited-purpose entity with certain limitations, including restrictions on the positive performance of the Credit Parties after the closing nature of such purchase so long as (a) Student Loan Subsidiary's business and a restriction on such Student Loan Subsidiary's ability to commence a voluntary case or proceeding under the amount Bankruptcy Code or other insolvency laws without the prior unanimous affirmative vote of all of its directors, including at least one director who must be independent of such payment Student Loan Subsidiary and its Affiliates (or, if such Student Loan Subsidiary is not determinable by a partnership, without the parties to the purchase or (b) once the amount prior affirmative vote of all of such payment has been finally fixed and determined by Student Loan Subsidiary's partners, including the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions independent directors of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any time.its general partner));

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):than: (ai) the Obligations; (b) intercompany Debt incurred in the ordinary course case of business the Borrower, Debt owed by any Credit Party to any other Credit Party; a wholly-owned Subsidiary of the Borrower, provided that (x) such Debt is subordinated to any Debt of the Obligations Borrower under the Loan Documents on the terms and conditions set forth in Exhibit K hereto and (y) if such Debt is owed to a Collateral Grantor and is also permitted under Section 6.3evidenced by a promissory note, such promissory note shall be pledged in favor of the Secured Parties pursuant to the terms of the Security Agreement; (cii) in the case of any of the Subsidiaries of the Borrower (other than the SPVs), Debt consisting owed to the Borrower or to a wholly-owned Subsidiary of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment the Borrower (provided, that Debt owed by Shoney's of contingent liabilities of a Credit Party in connection with the operation of its Oil and Gas PropertiesCanada, including with respect to pluggingInc., facility removal and abandonment of its Oil and Gas Properties; (d) Purchase Money Debt or Capital Leases in shall not exceed an aggregate principal amount equal to the excess of (A) $500,000 over (B) the aggregate amount of Investments made by the Borrower and its Subsidiaries in Shoney's of Canada, Inc. pursuant to Section 5.02(f)(i)(B) at any time outstanding); provided that (x) such Debt is subordinated to any Debt of such Subsidiary under the Loan Documents on the terms and conditions set forth in Exhibit K hereto and (y) if such Debt is owed to a Collateral Grantor and is evidenced by a promissory note, such Promissory Note shall be pledged in favor of the Secured Parties pursuant to the terms of the Security Agreement; (iii) in the case of the Borrower and any of its Subsidiaries (other than the SPVs (except for the Debt described in clause (A) below)), (A) Debt under the Loan Documents and Debt in respect of the Real Estate Financing, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $5,000,000 3,000,000 at any time;time outstanding, (eC) 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 Capitalized Leases (other than for borrowed moneythose permitted by clause (E) which below) not to exceed in each case is not more than 90 days past duethe aggregate $15,000,000 at any time outstanding and, in each the case incurred of Capitalized Leases to which any Subsidiary of the Borrower is a party, Debt of the Borrower of the type described in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; clause (i) without duplication, guarantees of Debt otherwise the definition of "Debt" guaranteeing the Obligations of such Subsidiary under the Capitalized Leases permitted under this Section 6.1; clause (j) Debt existing on the 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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; and (n) 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.C),

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, any Debt, except: (i) (y) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party (other than an Excluded Subsidiary), provided that, in each case, such Debt (1) shall be on terms acceptable to the Administrative Agent and (2) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to a Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents, and (z) in the case of any manner become liableExcluded Subsidiary, directly, indirectly, or contingently Debt owed to any other Excluded Subsidiary; (ii) in respect of, any Debt the case of each Loan Party (other than the following (collectively, the “Permitted Debt”):REIT) and its Subsidiaries, (aA) Debt under the Obligations;Loan Documents, (bB) intercompany Debt secured by Liens permitted by Section 5.02(a)(iii) not to exceed in the aggregate U.S.$7,500,000 at any time outstanding, (C) (1) Capitalized Leases (other than with respect to Real Property) not to exceed in the aggregate U.S.$25,000,000 at any time outstanding, and (2) in the case of Capitalized Leases (other than with respect to Real Property) to which any Subsidiary of a Loan Party is a party, Debt of such Loan Party of the type described in clause (i) of the definition of “Debt” guaranteeing the Obligations of such Subsidiary under such Capitalized Leases, (D) [intentionally omitted], (E) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business owed 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;consistent with prudent business practice, (cF) Unsecured Debt consisting of sureties or bonds the REIT 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, 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 $5,000,000 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 ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities Subsidiaries incurred in the ordinary course of business for borrowed money, maturing within one year from the date created, and aggregating, on a Consolidated basis, not more than U.S.$25,000,000 at any one time outstanding, and (G) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Unencumbered Assets, the incurrence of which would not result in a Default under workers’ compensation claims required by Governmental AuthoritySection 5.04 or any other provision of this Agreement; (iiii) without duplicationIn the case of the REIT or any of its Subsidiaries: (A) Debt under Customary Carve-Out Agreements, (B) the Surviving Debt described on Schedule 4.01(o) hereto and any Refinancing Debt, guarantees extending, refunding, or refinancing such Surviving Debt, and (C) Recourse Debt (whether secured or unsecured) in an amount not to exceed in the aggregate (1) 20% of Total Asset Value plus (2) the total commitment amount under the Corporate Loan Documents; provided, however, that any recourse guaranties of Non-Recourse Debt (exclusive of Customary Carve-Out Agreements) otherwise permitted under this clause (C) shall not exceed in the aggregate 5% of Total Asset Value; provided further that during any period in which the Parent Guarantor shall maintain a Debt Rating of BBB /Baa3 or better, then the Parent Guarantor and its Subsidiaries shall be permitted to incur Recourse Debt in any amount that would not result in a failure by any Borrower or the Parent Guarantor to comply with any of the financial covenants applicable to it contained in Section 6.15.04; (jiv) Debt existing on In the 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 case of the date REIT or any of such extension or refinancingits Subsidiaries (other than the Borrowers and their Subsidiaries), Debt under the Corporate Credit Agreement, the other Corporate Loan Documents and the Note Documents; (kv) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course case of business in an aggregate amount not to exceed $1,000,000;each Loan Party, Debt under the Loan Documents; and (lvi) Debt consisting endorsement of (i) the financing of insurance premiums negotiable instruments for deposit or (ii) customary take-or-pay obligations contained in supply agreements, in each case, collection or similar transactions in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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; and (n) 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. No Credit Party shallCreate, nor shall it permit any of its Subsidiaries to, create, assume, incur, assume or suffer to exist, or in any manner become liable, directly, indirectly, or contingently be liable in respect of, any Debt other than the following (collectivelyDebt, the “Permitted Debt”):except: (a) Debt under the ObligationsLoan Documents; (b) intercompany Debt described in, or incurred in the ordinary course of business owed by under commitments described in, Schedule 6.02 , and any Credit Party to Debt refinancing, extending, renewing or replacing any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3extent the principal amount of such refinancing, extending, renewing or replacing Debt does not exceed the principal amount of such Debt being refinanced, extended, renewed or replaced; (c) unsecured Debt consisting of sureties the Borrower or bonds and similar obligations any Subsidiary owing to the Borrower or any other Subsidiary; provided that (i) any such Debt of any Loan Party owing to any Governmental Authority or other Person Subsidiary that is not a Loan Party is subordinated to the obligations of such Loan Party hereunder on terms in form and assuring payment substance reasonably acceptable to the Administrative Agent, (ii) any such Debt of contingent liabilities any Subsidiary that is not a Loan Party owing to a Loan Party is permitted under Section 6.05 and (iii) if any such Debt of any Subsidiary that is not a Credit Loan Party in connection with owing to a Loan Party is evidenced by a promissory note, such promissory note shall be pledged to the operation Administrative Agent for the benefit of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Propertiesthe Secured Parties; (d) Purchase Money Guarantees of the Borrower or any Subsidiary in respect of Debt of the Borrower or any Wholly Owned Subsidiary permitted hereunder; (e) Capital Leases incurred to make Capital Expenditures permitted pursuant to Section 6.14; (f) Capital Leases incurred in connection with any Sale and Leaseback Transaction permitted by Section 6.13(a)(ii); (g) Debt in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; provided that the aggregate principal amount of any such Debt that is secured may not exceed $5,000,000 at any timetime outstanding; (eh) Hedging Arrangements to Debt incurred in connection with the extent construction or development of any Governmental Fueling Facility; provided the aggregate principal amount of such Debt does not prohibited under Section 6.15exceed $20,000,000 at any time outstanding for all Governmental Fueling Facilities in the Construction Phase; (fi) Debt consisting of the financing of insurance premiums; provided that the final scheduled maturity of such Debt shall not exceed one (1) year after the date of incurrence thereof; (j) Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any fixed or capital assets, including Capital Leases and any Debt assumed in connection with the form acquisition of accounts payable to trade creditors for goods any such assets; provided that (i) the principal amount of such Debt does not exceed the cost of acquiring, constructing or services improving such fixed or capital assets, (ii) the aggregate principal amount of Debt permitted under this clause (j) shall not exceed $20,000,000 at any time outstanding and current operating liabilities (other than for borrowed moneyiii) which such Debt is incurred pursuant to, or within 180 days after, the acquisition, construction or improvement thereof; (k) 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 in each case a transaction permitted hereunder) after the Closing Date, or Debt of any Person that is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary in a transaction permitted under Section 6.05; provided that (i) such Debt exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Subsidiary (or such merger or consolidation) or such assets being acquired and (ii) the aggregate principal amount of Debt permitted by this clause (k) shall not exceed $10,000,000 at any time outstanding; (l) Debt owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management and other bank product services (including purchase card services) or in connection with any automated clearing-house transfers of funds; provided that such Debt shall be repaid in full within twenty (20) Business Days of the incurrence thereof; (m) Permitted ABL Debt in an aggregate principal amount not to exceed $200,000,000 at any time outstanding; provided that at any time no more than 90 days past due$25,000,000 of such Debt outstanding may be the primary obligation (as borrower or account party) of Subsidiaries that are not Loan Parties; and (n) reimbursement obligations in respect of surety, in each case appeal or performance bonds or similar obligations incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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; and (n) 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. No Credit Neither any Obligated Party shall, nor shall it permit any of its Subsidiaries toshall incur or maintain any Debt, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):than: (a) the Obligations; (b) the Debt described on Schedule 6.8; (c) Capital Leases of Equipment and purchase money secured Debt incurred to purchase Equipment; provided that (i) the Liens securing such Capital Leases and purchase money secured Debt shall attach only to the Equipment acquired by the incurrence of such Capital Leases and purchase money secured Debt and (ii) the aggregate amount of such Capital Leases and purchase money secured Debt shall not exceed $7,500,000 at any time; (d) Debt evidencing a refunding, renewal, or extension of the Debt described in clause (b) and clause (c) preceding, provided that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed, or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed, or extended, (iii) no Person that is not initially an obligor or guarantor of such Debt shall become an obligor or guarantor thereof, and (iv) the terms of such refunding, renewal, or extension are, in the Agent's reasonable discretion, no less favorable to such Obligated Party, the Agent, or the Lenders than the original Debt; (e) Debt owing by an Obligated Party to another Obligated Party for intercompany loans and advances made for working capital in the ordinary course of business; provided, however, that (i) the net, aggregate principal amount of all intercompany loans and advances made by any one or more of the Borrowers to and owed by any one or more of the Guarantors and at any time outstanding shall not exceed $10,000,000 (exclusive of such loans and advances to and owed by Savannah Foods & Industries, Inc. and exclusive of the effects of the Diamond Crystals Brand Sale), (ii) on or before January 31, 2003, all such loans and advances made to and owed by any Guarantor shall be evidenced by promissory notes and shall be secured by Liens on all of the property of such Guarantor (which are subordinated to the Liens in favor of the Agent pursuant to the Guaranty Agreement executed by such Guarantor), which promissory notes and Liens shall be pledged and assigned to the Agent to secure the payment and performance of the Obligations, and (iii) all such loans and advances made to and owed by Savannah Foods & Industries, Inc. must be made in the ordinary course of business consistent with past practices; (f) Guaranties of Debt which are permitted under Section 7.12; (g) Debt under Hedge Agreements entered into in the ordinary course of business to transfer or mitigate actual risks associated with the business of the Obligated Parties and not for speculative purposes; (h) Debt of ▇▇▇▇▇ Sugar owed to the Commodity Credit Corporation and incurred in the ordinary course of business not exceeding $30,000,000 in aggregate principal amount at any time outstanding, provided that such Debt is wholly non-recourse to ▇▇▇▇▇ Sugar and the other Obligated Parties and is secured only by Permitted CCC Liens and the documentation evidencing and governing such Debt and Liens is in form and substance reasonably satisfactory to the Agent (provided that such documentation in the form previously provided to the Agent prior to the Closing Date is satisfactory to the Agent for purposes of this clause (h)); (i) unsecured Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to finance 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 insurance premiums not exceeding $10,000,000 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time;time outstanding; and (ej) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) other unsecured 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 ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the Closing Date and set forth not exceeding $10,000,000 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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; and (n) 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 timetime outstanding.

Debt. No Credit Party Restricted Company shall, nor shall it permit any of its Subsidiaries todirectly or indirectly, create, assume, incur, or suffer to existexist any direct, indirect, fixed, or in contingent liability for any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):than: (a) the ObligationsThe Obligation; (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3Existing Debt; (c) Debt consisting of sureties or bonds and similar obligations provided to incurred by any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party in connection with Restricted Company under the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties364-Day Facility; (d) Purchase Money Debt incurred by any Restricted Company under any Financial Hedge with any Lender or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at Affiliate of any timeLender; (e) Hedging Arrangements Debt between Restricted Companies, so long as any such inter-company Debt owed by Borrower to any other Restricted Company is unsecured; or Debt of any Restricted Company to the extent not prohibited under Section 6.15;Receivables Subsidiary; and (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 any Restricted Company not more than 90 days past dueotherwise permitted by this SECTION 7.12, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; so long as (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing no Default or Potential Default exists on the Closing Date date any such Debt is created, incurred, or assumed or arises after giving effect to such Debt incurrence; and set forth in Schedule 6.1 including extensions(ii) if such Debt is secured, replacements and refinancings thereof which do not increase on the date any such secured Debt is created, incurred, or assumed, the principal amount (excluding any expenses or premium of such secured Debt when aggregated with the principal amount of all other secured Debt of the Restricted Companies incurred in connection with accordance Notwithstanding anything in this SECTION 7.12 to the contrary, the aggregate principal amount of all Debt of the Restricted Subsidiaries may not exceed, on any such extensiondate of determination, replacement or refinancingthe sum of (i) 10% of such Debt the book value of the consolidated assets of the Restricted Companies, determined as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees the most-recently delivered consolidated Financial Statements of Borrower and 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 related Compliance Certificate, plus (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course principal amount of business; (m) unsecured all Existing Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends MCI and its Subsidiaries on the positive performance of the Credit Parties and 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; and (n) 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 timeMCI Merger Date.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, or any Excluded Subsidiary (other than Excluded Subsidiaries of the type referred to in clause (b) or (c) of the definition thereof) to create, assume, incur, assume or suffer to exist, or any Debt, except: (i) Debt under the Loan Documents; (ii) to the extent constituting Debt, Obligations under the Contract Support Documents; provided that at no time shall any such Obligations constitute Contract Support First Lien Advances to the extent that the outstanding principal amount of such Contract Support First Lien Advances when taken together with the Maximum First Lien Claims under any Permitted Commodity Hedge and Power Sale Agreement then in effect exceed $475,000,000; (iii) without duplication of clause (i) above, secured Debt under any manner become liableletter of credit facility (including, directly, indirectly, or contingently in respect ofwithout limitation, any Debt other than incurred under the following Special L/C Facility, any Special L/C Incremental Facility (collectively, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt incurred as defined in the ordinary course First Lien Loan Agreement), this Agreement, any First Lien Incremental Facility or any Second Lien Incremental Facility to be used for such purposes, but excluding any letters of business owed by any credit issued under the working capital facility under the First Lien Credit Party to any other Credit Party; provided Agreement) that such Debt is subordinated to supports Obligations of the Obligations Loan Parties under the Purchase Agreement, Permitted Commodity Hedge and is also permitted under Section 6.3; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority Power Sale Agreements or other Person and assuring payment of contingent liabilities of a Credit Party Obligations incurred in connection with the operation of its Oil and Gas Propertiesthe Projects, 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 $5,000,000 650,000,000 at any time; one time outstanding; provided that (eA) Hedging Arrangements to the extent not prohibited under Section 6.15; lender(s) or letter of credit issuer(s) (for agent on behalf of such lender(s) Debt in the form or letter 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 ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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 refinancingcredit issuer(s)) of such Debt as are party to the Intercreditor Agreement as, and shall have the obligations of a First Lien Secured Party or Second Lien Secured Party thereunder, (B) such Debt shall only be secured by the date of Liens created by the Collateral Documents or the Second Lien Collateral Documents, and (C) such extension or refinancingDebt shall not mature earlier than the Maturity Date; (kiv) secured Debt representing deferred compensation to employees finance the acquisition of the Credit Parties incurred in the ordinary course of business Ontelaunee Project (including any Debt under any First Lien Incremental Facility or any Second Lien Incremental Facility to be used for such purposes) in an aggregate amount not to exceed $1,000,000165,000,000 in the aggregate; provided that (A) the lender(s) or letter of credit issuer(s) (or agent on behalf of such lender(s) or letter of credit issuer(s)) of such Debt are party to the Intercreditor Agreement as, and shall have the obligation of, either a First Lien Secured Party or Second Lien Secured Party thereunder; (B) such Debt shall only be secured by the Liens created by the Collateral Documents or the Second Lien Collateral Documents; (C) such Debt shall not mature earlier than the Maturity Date, and (D) the Borrower shall have received a Ratings Reaffirmation; (lv) secured Debt in the form of term loans or revolving credit facilities (including any Debt under any First Lien Incremental Facility or any Second Lien Incremental Facility to be used for such purposes) in an aggregate amount not to exceed $100,000,000 in the aggregate; provided that (A) the lender(s) or letter of credit issuer(s) (or agent on behalf of such lender(s) or letter of credit issuer(s)) of such Debt are party to the Intercreditor Agreement as, and shall have the obligation of, either a First Lien Secured Party or Second Lien Secured Party thereunder, (B) such Debt shall only be secured by the Liens created by the Collateral Documents or the Second Lien Collateral Documents (as defined in the Intercreditor Agreement), (C) such Debt shall not mature earlier than the Maturity Date, and (D) the Borrower shall have received a Ratings Reaffirmation; (vi) (A) Debt consisting under the First Lien Loan Documents in an aggregate principal amount that is not in excess of $1,090,000,000 plus the amount of any Debt incurred under the First Lien Loan Documents to the extent such Debt is incurred pursuant to clauses (iiii), (iv) the financing of insurance premiums or (iiv); and (B) customary takeDebt under the Second Lien Loan Documents in an aggregate principal amount that is not in excess of $150,000,000 plus the amount of any Debt incurred under the Second Lien Loan Documents to the extent such Debt is incurred pursuant to clauses (iii), (iv) or (v); (vii) to the extent constituting Debt, obligations under (A) Contractual Obligations in effect as of the date hereof to the extent not constituting Debt for Borrowed Money and (B) Commodity Hedge and Power Sale Agreements to the extent permitted under Section 5.02(l). (viii) Debt secured by Liens permitted by clause (q) of the definition of “Permitted Liens” not to exceed in the aggregate, when taken together with any Debt permitted to be incurred pursuant to Section 5.02(b)(ix), $75,000,000 at any time outstanding; (ix) Capitalized Leases not to exceed in the aggregate, when taken together with any Debt permitted to be incurred pursuant to Section 5.02(b)(viii), $75,000,000 at any time outstanding; (x) South Bay Lease Obligations; provided that the Borrower shall have taken the actions contemplated by Section 3.01(c)(ii); (xi) to the extent constituting Debt, payment obligations under Hedge Agreements designed to hedge against fluctuations in interest rates in respect of the L/C Facility and Second Lien Obligations incurred in the ordinary course of business and consistent with prudent business practice (it being acknowledged and agreed that any such Hedge Agreements entered into for the purpose of complying with Section 5.01(o) above shall be deemed to be permitted Debt under this clause (xi)); (xii) Debt owed to any Loan Party, which Debt shall (A) constitute Pledged Debt or Pledged Parent Debt, (B) be on terms reasonably acceptable to the Administrative Agent and (C) be otherwise permitted under the provisions of Section 5.02(f); (xiii) in the case of any Non-orRecourse Subsidiary, Non-pay obligations contained Recourse Debt; provided that (A) before and after giving effect to the incurrence of such Non-Recourse Debt, no Default or Event of Default shall have occurred and be continuing, and (B) any Letter of Credit issued for the benefit of such Group II Portfolio Company shall be terminated, returned for cancellation or cash collateralized in supply agreementsan amount equal to 102.5% of the Available Amount thereof prior to or simultaneously with the incurrence of such Non-Recourse Debt; (A) Debt of a Person or Debt attaching to assets of a Person that, in either case becomes a Subsidiary of the Borrower and is a Guarantor hereunder or Debt attaching to assets that are acquired by the Borrower or any Guarantor as a result of a Permitted Acquisition; provided that (1) such Debt existed at the time such Person became a Subsidiary of the Borrower or at the time such assets were acquired and, in each case, was not created in anticipation thereof, (2) such Debt is not guaranteed in any respect by any Loan Party (other than any such Person that becomes a Guarantor hereunder) and (3) (x) the Equity Interests in such Person are or will be pledged to the First Lien Collateral Agent to the extent required under Section 5.01(q) and (y) all other steps required to be taken in connection with the granting of a Lien over the Property (other than Excluded Property) of such Person pursuant to Section 5.01(q) shall have been or will be taken; and (B) any refinancing, refunding, renewal or extension of any Debt specified in clause (A); provided that (I) the principal amount of such Debt is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension, (II) the direct and contingent obligors with respect to such Debt are not changed and (III) the final maturity of such refinancing, refunding, renewal or extension Debt is no earlier than the existing scheduled maturity date of the Debt being refinanced, renewed or extended; (A) unsecured subordinated Debt of the Borrower or any Guarantor incurred to finance a Permitted Acquisition in an aggregate amount not to exceed $150,000,000 at any one time outstanding; provided that (1) such Debt is not guaranteed in any respect by any Loan Party (other than any Person acquired (the “Acquired Person”) as a result of such Permitted Acquisition or the Loan Party so incurring such Debt) or, in the case of any Debt of any Guarantor, by the Borrower, (2)(x) the Borrower pledges or will pledge the Equity Interests of such Acquired Person to the First Lien Collateral Agent to the extent required under extent required under Section 5.01(q) and (y) all other steps required to be taken in connection with the granting of a Lien over the Property (other than Excluded Property) of such Acquired Person pursuant to Section 5.01(q) shall have been or will be taken, (3) any such Debt is incurred prior to or within 90 days after such Permitted Acquisition, (4) both before and after giving effect to the incurrence of such Debt (x) no Default or Event of Default shall have occurred and be continuing and (y) the Borrower would be in compliance with the Financial Covenants as of the most recently completed Measurement Period ending prior to the incurrence of such Debt for which financial statements and certificates required by Section 5.03(b) or 5.03(c) were required to be delivered, after giving pro forma effect to the incurrence of such Debt and the related Permitted Acquisition and to any other event occurring after such Measurement Period as to which pro forma recalculation is appropriate as if such incurrence of Debt and the related Permitted Acquisition had occurred as of the first day of such Measurement Period and (5) such Debt is subordinated to the L/C Advances on either customary market terms at the time such Debt is incurred or otherwise on terms reasonably satisfactory to the Administrative Agent; and (B) any refinancing, refunding, renewal or extension of any Debt specified in clause (A); provided that (I) the principal amount of such Debt is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension, (II) the direct and contingent obligors with respect to such Debt are not changed, (III) the final maturity of such refinancing, refunding, renewal or extension Debt is no earlier than the existing scheduled maturity date of the Debt being refinanced, renewed or extended, and (IV) such Debt is subordinated to the L/C Advances on either customary market terms at the time such Debt is incurred or otherwise on terms reasonably satisfactory to the Administrative Agent; (xvi) Debt arising from agreements of the Loan Party, any Guarantor or any of their Subsidiaries providing for indemnification, adjustment of purchase price, earn-out, non-complete, consulting, deferred compensation or other similar obligations in connection with any Permitted Acquisition or Asset Sale permitted in accordance with Section 5.02(e); provided that (A) such Debt is not reflected on the balance sheet of the Borrower, such Guarantor or such Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for the purposes of this clause (A)) and (B) in the case of any Asset Sale, the maximum assumable liability in respect of all such Debt shall at no time exceed the gross proceeds, including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent change in value), actually received by the Borrower, such Guarantor or such Subsidiary in connection with such Asset Sale; (xvii) other unsecured Debt in an aggregate amount not to exceed $35,000,000 at any one time outstanding; (xviii) to the extent constituting Debt, Debt in respect of performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees, indemnification obligations, obligations to pay insurance premiums, take or pay obligations and similar obligations incurred in the ordinary course of businessbusiness and not in connection with Debt for Borrowed Money; (mxix) unsecured Debt consisting in respect of any purchase price adjustments bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business and not in respect of Hedge Agreements or Permitted Commodity Hedge and Power Sale Agreements; and (xx) Debt incurred to which Refinance the Working Capital Facility (as defined in the First Lien Credit Agreement) and any Debt permitted to be incurred under Section 5.02(b)(v) (a seller may become entitled to “Permitted Working Capital Refinancing”); provided that (A) the extent aggregate principal amount of such payment is determined by a closing purchase price adjustment or such payment depends on Debt does not exceed the positive performance sum of (1) the aggregate amount of the Credit Parties after commitments in respect of the closing of Working Capital Facility immediately prior to such purchase so long as refinancing plus (a2) an amount, when taken together with any Debt outstanding pursuant to Section 5.02(b)(v), not to exceed $100,000,000, plus (3) the amount of any accrued and unpaid interest in respect of such payment is not determinable by the parties to the purchase or outstanding principal amount plus (b4) once the amount of any reasonable fees and expenses incurred in connection with such payment has been finally fixed Refinancing, (B) the lenders (or agents on behalf of the lenders) of such Debt have become a party to the Intercreditor Agreement as, and determined have the obligations of, the First Lien Secured Parties or the Second Lien Secured Parties thereunder, (C) the maturity date of such Debt is no earlier than the Maturity Date, (D) such Permitted Working Capital Refinancing shall only be secured by the parties Liens created by the Collateral Documents or the Second Lien Collateral Documents, and (E) to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, extent that the aggregate principal amount thereof of such Debt exceeds the sum of the aggregate principal amount of the commitments in respect of the Working Capital Facility immediately prior to such refinancing plus the amount of any accrued and unpaid interest in respect of such outstanding principal amount the amount of any reasonable fees and expenses incurred in connection with such Refinancing, the Borrower shall not exceed $5,000,000 at any time.have received a Ratings Reaffirmation; and

Debt. No Credit Party shallCreate or suffer to exist, nor shall it or permit any of its Subsidiaries to, create, assume, incur, to create or suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectivelyfollowing, the “Permitted Debt”):provided that any Debt permitted by any clause below shall be permitted under this Section 5.02(d), notwithstanding that such Debt would not be permitted by any other clause: (ai) Debt owed to the Obligations;Borrower or to a Consolidated Subsidiary of the Borrower to the extent constituting an Investment permitted under Section 5.02(i), provided that all such Debt owed by a Loan Party to a Person that is not a Loan Party (x) shall be subordinated to the Obligations of such Loan Party pursuant to an intercompany subordination agreement or other arrangements reasonably satisfactory to the Agent and (y) shall be evidenced by an intercompany note, and pledged to the Agent (or the DIP Term Loan Agent in accordance with the Intercreditor Agreement) as Collateral, (bii) intercompany Debt existing on the Effective Date and described on Schedule 5.02(d), and any Permitted Refinancing thereof, (iii) Debt secured by Liens of the type described in and to the extent permitted by Section 5.02(a)(iii) and (vi) in an aggregate amount not to exceed $25,000,000 at any time outstanding, (iv) Debt of a Person existing at the time such Person is amalgamated, merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; provided that such Debt was not created in contemplation of such amalgamation, merger, consolidation or acquisition, (v) Debt arising under the Loan Documents, (vi) [reserved], (vii) Debt incurred by Kodak International Finance Limited, a company organized and existing under the laws of England, (x) in connection with short term working capital needs in an aggregate amount not to exceed $25,000,000 at any time outstanding and (y) consisting of Hedge Agreement Obligations entered into in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to protect the Obligations Borrower and is also its Subsidiaries against fluctuations in commodities, interest or exchanges rates and permitted under Section 6.3;5.02(m), (cviii) Debt consisting incurred by Subsidiaries organized under the laws of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment jurisdiction outside of contingent liabilities of a Credit Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (d) Purchase Money Debt or Capital Leases United States in an aggregate principal amount not to exceed $5,000,000 40,000,000 at any time;time outstanding, (eix) Hedging Arrangements Debt of Subsidiaries that are not Loan Parties in respect of (a) treasury management services, clearing, corporate credit card and related services provided to any such Subsidiaries, (b) letters of credit issued for the extent not prohibited benefit of any such Subsidiaries, (c) Hedge Agreements entered into by any such Subsidiaries and permitted under Section 6.15;5.02(m), and (d) bank guarantees with respect to such Subsidiaries, in an aggregate amount for this clause (ix) not to exceed $10,000,000 at any time outstanding, (fx) Debt in the form endorsement of accounts payable to trade creditors negotiable instruments for goods deposit 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 collection or similar transactions in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP;, (gxi) Debt arising which exists or may exist under the Secured Agreements in existence from the endorsement of instruments for collection in the ordinary course of business;time to time, (hxii) Debt which exists or may exist under the Existing Secured Agreements in existence from time to time; provided that such Debt shall not be secured by any Lien other than a Lien permitted under Section 5.02(a)(x), (xiii) unsecured Debt consisting of liabilities incurred guarantees of amounts owing by customers of the Borrower under equipment and vendor financing programs in the ordinary course of business under workers’ compensation claims required by Governmental Authority;an aggregate amount not to exceed $25,000,000 at any time outstanding, (ixiv) without duplication, guarantees of unsecured Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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 extensionsurety bonds, replacement or refinancing) guarantees and letters of such Debt as credit for customs and excise taxes, value added taxes, insurance and environmental liabilities, rental expenses, tenders and bids and other obligations of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties like incurred in the ordinary course of business in an aggregate principal amount not to exceed $1,000,000;10,000,000 at any time outstanding, (l) Debt consisting of (i) Debt arising under the financing DIP Term Loan Facility Documents in an aggregate principal amount not to exceed at any time outstanding the sum of insurance premiums or (x) $[●]9 plus (y) the aggregate amount of interest paid-in-kind on, and capitalized to the principal of, the Junior Loans following the Effective Date and prior to the consummation of a Reorganization Plan in the Cases in accordance with the DIP Term Loan Agreement as in effect on the Effective Date and (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course any Permitted Refinancing thereof or of business;any previous Permitted Refinancing thereof, (mxvi) unsecured Debt consisting the Other Existing Letters of Credit, but, with respect to each Other Existing Letter of Credit, only until such time as such letter of credit expires in accordance with its terms in effect on the Original Effective Date or is otherwise cancelled or terminated, (xvii) Guarantees (i) of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment Loan Party in respect of Debt of either Borrower or such payment depends on the positive performance any other Loan Party otherwise permitted hereunder and (ii) of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment any Subsidiary that is not determinable by the parties to the purchase or (b) once the amount a Loan Party in respect of such payment has been finally fixed and determined by the parties to such purchase, such amount Debt of any other Subsidiary that is paid when duenot a Loan Party otherwise permitted hereunder; and (nxviii) unsecured additional Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not to exceed $5,000,000 10,000,000 at any timetime outstanding.

Debt. No Credit Loan Party shall, nor any Subsidiary shall it permit any of its Subsidiaries to, create, assume, incur, suffer to existassume or become obligated (directly or indirectly), or in any manner become liable, directly, indirectly, or contingently in respect of, for any Debt other than the following Obligations, except that the Loan Parties and Subsidiaries may (collectively, the “Permitted i) incur Subordinated Debt”): ; (aii) the Obligations; maintain their present Debt listed on Schedule 11.14 hereto; (biii) intercompany Debt incurred incur Contingent Liabilities arising with respect to customary indemnification obligations in the ordinary course favor of business owed 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 sellers in connection with the operation dispositions permitted under this Agreement; (iv) incur purchase money Debt or capitalized lease obligations in connection with Capital Expenditures not prohibited pursuant to Section 14.3 hereof; (v) incur Hedging Obligations approved by Administrative Agent and in favor of its Oil a Lender or an Affiliate thereof for bona fide hedging purposes and Gas Properties, including not for speculation; (vi) solely with respect to pluggingthe Loan Parties, facility removal incur operating lease obligations requiring payments not to exceed $2,000,000.00 in the aggregate during any Fiscal Year of the Loan Parties; (vii) make loans to, and abandonment guaranties of its Oil and Gas Properties; Debt of, one another so long as (dX) Purchase Money each is a Loan Party, or (Y) with respect to Non-Loan Party Subsidiaries, the amount thereof does not exceed $250,000.00 in the aggregate; (viii) incur other unsecured Debt, in addition to the Debt or Capital Leases listed above, in an aggregate principal amount not to exceed $5,000,000 at any time; 250,000.00, (eix) Hedging Arrangements incur and maintain Debt secured by Liens permitted by clause (xii) of the definition of Permitted Liens, which is otherwise non-recourse to the extent not prohibited under Section 6.15; Loan Parties and their Subsidiaries, (fx) [reserved], (xi) maintain Debt pursuant to extensions, renewals and refinancing of the Debt set forth in clauses (i), (ii) and (iv) above so long as the form principal amount of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case such Debt is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings increased (and adequate reserves for such items have been made in accordance any terms with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; respect to clause (i) without duplication, guarantees of Debt otherwise above are permitted under this Section 6.1; (j) Debt existing on the 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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 applicable subordination agreement), and (xii) incur Debt to the purchase or (b) once the amount MFP as a result of such payment has been finally fixed and determined by the parties its reimbursement obligations owing to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted MFP under the preceding provisions Specified Letter of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any timeCredit Documents.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (ai) in the Obligationscase of BMCA, Debt owed to a wholly owned Subsidiary of BMCA which is a Guarantor, which Debt (x) shall constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and, subject to the terms of the Intercreditor Agreements, delivered to the Collateral Agent pursuant to the terms of the Security Agreement; (bii) intercompany Debt incurred in the ordinary course case of business any Subsidiary of BMCA, Debt owed by any Credit Party to any other Credit Party; BMCA or to a wholly owned Subsidiary of BMCA, provided that that, in each case, such Debt is subordinated to the Obligations and is also (w) shall be permitted under Section 6.3;5.02(f), (x) shall, in the case of Debt owed to a Loan Party, constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and, subject to the terms of the Intercreditor Agreements, delivered to the Collateral Agent pursuant to the terms of the Security Agreement; and (ciii) in the case of BMCA and its Subsidiaries, (A) Debt consisting under this Agreement, the Revolving Credit Facility, the Existing Indentures, the Term Loan Facility and the Elk Letters of sureties or bonds and similar obligations provided Credit; provided, however, that in respect of any proposed borrowing under the Term Loan Facility after the end of the second fiscal quarter in Fiscal Year 2008, which shall result in the principal amount thereunder to any Governmental Authority or other Person and assuring payment be in excess of contingent liabilities of a Credit Party $975,000,000, such borrowing may only be incurred if, after giving effect thereto, BMCA is in connection compliance with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties;covenant in Section 5.04, (dB) Purchase Money So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt or Capital had been incurred as of the first day of the fiscal period covered thereby), (I) Debt secured by Liens permitted by Section 5.02(a)(iv), (II) Capitalized Leases permitted by Section 5.02(a)(v), and (III) Debt in respect of sale-leaseback transactions permitted by Section 5.02(a)(vii); provided, however, that (i) such Debt incurred pursuant to this Section 5.02(b)(iii)(B) shall not have scheduled amortization payments prior to the Scheduled Maturity Date in an aggregate principal amount in any Fiscal Year (together with the aggregate scheduled amortization payments in any Fiscal Year prior to the Scheduled Maturity Date of any Debt permitted pursuant to clauses (C), (E) and (J) below) greater than the Amortization Basket, and (ii) Debt incurred pursuant to this Section 5.02(b)(iii)(B) shall not to exceed $5,000,000 at any time;200,000,000 in the aggregate during the term of this Agreement, (eC) Hedging Arrangements So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the extent Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt extending the maturity of, or refunding or refinancing, in whole or in part (without any increase in the principal amount thereof or any change in any direct or contingent obligor thereof), any Debt under the 2014 Notes Indenture, the Term Loan Facility or the Revolving Credit Facility; provided, however, that (x) the terms and conditions of such extending, refunding or refinancing Debt are market terms and conditions at the time of such extension, refunding or refinancing and (y) any security arrangements in respect of such extended, refunded or refinanced Debt shall be no more onerous to the Lenders than those set forth in the security documentation in effect at such time; and provided, further, that there are no remaining scheduled amortization payments in respect of such extending, refunding or refinancing Debt prior to the Scheduled Maturity Date that is more onerous than the remaining scheduled amortization prior to the Scheduled Maturity Date applicable to the Debt being refinanced and that any Net Cash Proceeds received by BMCA in connection with any refinancing of such Debt and not prohibited under applied to such refinancing shall be applied as provided in Section 6.15;2.05, (fD) The Surviving Debt and, on or after the Effective Date, the Debt listed on Schedule 5.02(b)(iii)(D) hereto, (E) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt extending the maturity of, or refunding or refinancing, in whole or in part (without any increase in the principal amount thereof or any change in any direct or contingent obligor thereof), any Debt described in clause (B) above and any other Surviving Debt, provided that (x) there are no remaining scheduled amortization payments in respect of such extending, refunding or refinancing Debt prior to the Scheduled Maturity Date that is more onerous than the remaining scheduled amortization prior to the Scheduled Maturity Date if any, applicable to the Debt being extended, refunded or refinanced, (y) any security arrangements in respect of such extended, refunded or refinanced Debt shall be no more onerous to the Lenders than those set forth in the security documentation in effect at such time; and (z) there are no scheduled amortization payments of principal in respect of such Debt prior to the Scheduled Maturity Date in an aggregate principal amount in any Fiscal Year (together with the aggregated scheduled amortization payments in any Fiscal Year prior to the Scheduled Maturity Date of any Debt permitted pursuant to clauses (B) and (C) above and clause (J) below) greater than the Amortization Basket; and provided, further, that the principal amount of such Debt being extended, refunded or refinanced shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing and the direct and contingent obligors therefor shall not be changed as a result of or in connection with such extension, refunding or refinancing, (F) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance, with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), unsecured, subordinated Debt with market terms owing to G-I Holdings or BMCA Holdings, (G) Debt consisting of surety bonds or similar instruments in the form favor of accounts payable to trade creditors for goods government agencies in connection with workers' compensation liabilities, taxes, assessments or services and current operating liabilities (other than for borrowed money) which in each case obligations; provided, however, that such Debt is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith , (H) Debt of any entity acquired by appropriate proceedings and adequate reserves for such items have been made BMCA or its Subsidiaries in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase terms hereof so long as (ai) such Debt was incurred prior to such acquisition (and not in connection with or contemplation of, such acquisition), (ii) both before and after giving effect to such acquisition, no Default or Event of Default shall exist, and (iii) such Debt has no additional direct, indirect or contingent obligor, (I) Debt of any Loan Party consisting of Contingent Obligations in respect of Debt of other Loan Parties, so long as such other Loan Parties are permitted to incur such Debt hereunder, (J) So long as (1) no Default has occurred and is continuing (both at the amount time of such payment is not determinable by incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance, with the parties provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the purchase or Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt ranked junior (b) once in respect of any Liens securing such Debt, which Liens shall be ranked junior to the amount Liens securing this Loan Facility); provided, however, that there are no scheduled amortization payments of principal in respect of such payment has been finally fixed Debt prior to the Scheduled Maturity Date in an aggregate principal amount in any Fiscal Year (together with the aggregated scheduled amortization payments in any Fiscal Year prior to the Scheduled Maturity Date of any Debt permitted pursuant to clauses (B), (C) and determined by (E) above) greater than the parties to such purchaseAmortization Basket, such amount is paid when due; and (nK) unsecured Debt not otherwise permitted under At any time prior to the preceding provisions thirtieth Business Day after the date of this Section 6.1; provided thatthe Merger, the aggregate principal amount thereof shall not exceed $5,000,000 at any timeElk Private Notes.

Debt. No Credit Party shall, Neither the Borrower nor any Restricted Subsidiary shall it permit any of its Subsidiaries toincur, create, assume, incur, suffer assume or permit to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, exist any Debt other than the following (collectively, the “Permitted Debt”):of any of them except: (ai) the ObligationsLoans; (bii) intercompany Debt incurred in secured by the ordinary course of business owed Liens permitted by any Credit Party to any other Credit PartySection 5.02(d)(iii); provided that such Debt is discharged within 180 days of the relevant acquisition or merger; (iii) unsecured recourse liabilities (not in excess of the uncollectible amounts of the accounts receivable sold) of the Borrower arising from the sale of accounts receivable; (iv) unsecured loans and advances between the Restricted Subsidiaries, to any Restricted Subsidiary from the Borrower and to the Borrower from any Restricted Subsidiary; (v) purchase money Debt of the Borrower secured by Liens referred to in Section 5.02(d)(ii) not in excess of the purchase price of the related asset in each individual case and not in excess of $15,000,000 principal amount for all such outstanding purchase money Debt in the aggregate; (vi) unsecured Debt of the Borrower with a maturity less than 90 days pursuant to uncommitted lines of credit with an outstanding aggregate principal amount not at any time in excess of $10,000,000; (vii) additional Debt (including Guarantees of any Debt of a Third Party and Capitalized Lease Obligations) of the Borrower with an outstanding aggregate principal amount not at any time in excess of $25,000,000 which shall, except for Liens of Capitalized Lease Obligations permitted by Section 5.02(d)(ii) or (vi), be unsecured; (viii) additional Debt of the Borrower fully subordinated to the Obligations and is also permitted under Section 6.3;Loans on terms approved by the Administrative Agent; and (cix) Debt consisting of sureties or bonds and similar obligations a pledge of investments in Nonrestricted Subsidiaries permitted by Section 5.02(d)(viii); provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (d) Purchase Money that such Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements is recourse solely 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 ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase investment 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; and (n) 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 timepledged.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assumeCreate, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) in any manner become liable, directly, indirectly, or contingently the case of the Borrower, (A) Debt in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt of Hedge Agreements designed to hedge against fluctuations in interest rates incurred in the ordinary course of business owed 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 consistent with prudent business practice 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 Debt or Capital Leases in an aggregate principal amount Agreement Value thereof not to exceed $5,000,000 2,000,000 at any timetime outstanding, and (B) Debt owed to a Restricted Subsidiary of the Borrower, which Debt (x) shall, in the case of Debt owed to a Loan Party, constitute Pledged Debt, (y) shall be on terms acceptable to the Administrative Agent and (z) if evidenced by promissory notes, such promissory notes shall be in form and substance satisfactory to the Administrative Agent and shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Security Agreement; (eii) Hedging Arrangements in the case of any Restricted Subsidiary of the Borrower, Debt owed to the extent not prohibited Borrower or to a Restricted Subsidiary of the Borrower, provided, that, in each case, such Debt (x) shall, in the case of Debt owed to a Loan Party, constitute Pledged Debt, (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under Section 6.15the Loan Documents to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Security Agreement; (fiii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv), (C) Capitalized Leases, (D) (x) the Existing Debt, and (y) any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Existing Debt, provided, that the form terms of accounts payable any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, provided further that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to trade creditors for goods such extension, refunding or services refinancing, and current operating liabilities the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, provided still further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Existing Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate, (E) Debt of any Person that becomes a Restricted Subsidiary of the Borrower after the date hereof in accordance with the terms of Section 5.02(f) which Debt is existing at the time such Person becomes a Restricted Subsidiary of the Borrower (other than Debt incurred solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower), (F) Contingent Obligations (1) in respect of obligations of the Loan Parties permitted hereunder, (2) described on Schedule 5.02(b)(iii)(F), (3) arising in connection with indemnity programs for borrowed moneyemployees and or agents, and (4) which in each case is not more than 90 days past due, in each case incurred respect of loans and advances made to employees and/or agents pursuant to the Commission Advance Program or on account of errors and omissions insurance coverage programs, (G) Debt under any insurance premium financing arrangement entered into in the ordinary course of business, unless contested in good faith and (H) other Debt not otherwise prohibited by appropriate proceedings the terms of the proviso set forth at the end of this Section 5.02(b) and adequate reserves for such items have been made in accordance with GAAPsubordinated to Debt incurred hereunder on terms and conditions reasonably satisfactory to the Administrative Agent (except to the extent otherwise permitted by Section 8.06); (giv) Debt arising from the endorsement of instruments for collection in the ordinary course case of business; (h) Debt consisting any Limited Purpose Subsidiary, Non-Recourse Debt, provided that, notwithstanding the treatment of liabilities incurred G▇▇▇ Property Acquisition and the G▇▇▇ Property Acquisition Subsidiaries as Unrestricted Subsidiaries for financial covenant purposes, the Borrower is in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (icompliance with Section 5.04(a) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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 seller may become entitled regard to the extent such payment is determined by a closing purchase price adjustment or 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 dueproviso thereto; and (nv) unsecured In the case of any Triple Net Properties Limited Purpose Subsidiary, Debt not otherwise permitted under for Borrowed Money (excluding Debt for Borrowed Money which is Non-Recourse Debt other than Debt for Borrowed Money in respect of Non-Recourse Mezzanine Financing) which is secured by direct Equity Interests in the preceding Triple Net Properties Limited Purpose Subsidiary that has incurred such Debt for Borrowed Money; provided, however, that notwithstanding the provisions of this Section 6.1; provided thatsubsections (iii)(A) through (iii)(H) above, the aggregate principal amount thereof of all Debt described in subsections (iii)(B), (iii)(C), (iii)(D)(y), (iii)(E) and (iii)(H) above that is secured by Liens shall not exceed $5,000,000 20,000,000 at any timetime outstanding.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assumeCreate, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) in the case of the Borrower, Debt owed to a Restricted Subsidiary of the Borrower, which Debt shall be subject to the Lien of the Security Agreement and, if evidenced by promissory notes, shall constitute Pledged Debt and such promissory notes shall be in form and substance satisfactory to the Administrative Agent and shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement, and (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to another Restricted Subsidiary of the Borrower, which Debt shall be subject to the Lien of the Security Agreement and, if evidenced by promissory notes, shall constitute Pledged Debt and such promissory notes shall be in form and substance satisfactory to the Administrative Agent and shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) so long as no Default under Section 6.01(a) or (f) and no Event of Default has occurred or is continuing, Debt secured by Liens permitted by Section 5.02(a)(iv) the aggregate amount of which, when aggregated with the aggregate amount of Capitalized Leases outstanding under clause (C) below, shall not exceed $35,000,000 at any time outstanding, (C) Capitalized Leases the aggregate amount of which, when aggregated with the aggregate amount of Debt outstanding under clause (B) above, shall not exceed $35,000,000 at any time outstanding, (D) the Senior Notes, any additional unsecured notes issued under the Senior Notes Indenture or a supplement thereto with the same terms as the Senior Notes (except for interest rates, which shall not exceed the then applicable market interest rate) in an aggregate amount not to exceed $50,000,000 (the “Additional Senior Notes”) and the Surviving Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, the Senior Notes, the Additional Senior Notes and any Surviving Debt, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, provided further that the principal amount of any such extending, refunding or refinancing Debt shall not be above the principal amount of the Debt being extended, refunded or refinanced immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, provided still further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any manner become liablematerial respect to the Borrower and its Restricted Subsidiaries or the Lender Parties than the terms of any agreement or instrument governing the Debt being extended, directlyrefunded or refinanced and the interest rate applicable to any such extending, indirectlyrefunding or refinancing Debt does not exceed the then applicable market interest rate, and provided still further that, the aggregate principal amount of the Senior Notes and the Additional Senior Notes (and any Debt extending, refunding or contingently refinancing the Senior Notes and the Additional Senior Notes) shall not exceed $450,000,000 minus an amount equal to all principal payments made thereon, (E) so long as no Default under Section 6.01(a) or (f) and no Event of Default has occurred or is continuing, unsecured Debt of any Person that becomes a Restricted Subsidiary of the Borrower after the date hereof in accordance with the terms of Section 5.02(f) which Debt is existing at the time such Person becomes a Restricted Subsidiary of the Borrower (other than Debt incurred solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower), (F) Debt in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt of Secured Hedge Agreements or unsecured Hedge Agreements designed to hedge against fluctuations in interest rates incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and consistent with prudent business practice, (G) so long as no Default under Section 6.01(a) or (f) and no Event of Default has occurred and is also permitted continuing, Debt in respect of Permitted Liens, (H) so long as no Default under Section 6.3; 6.01(a) or (cf) and no Event of Default has occurred and is continuing or would result therefrom, secured Debt consisting of sureties incurred or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party assumed in connection with acquisitions of any Person that becomes a Restricted Subsidiary of the operation Borrower after the date hereof in accordance with the terms of its Oil and Gas PropertiesSection 5.02(f), including with respect to pluggingwhich Debt is existing at the time such Person becomes a Restricted Subsidiary of the Borrower (other than Debt incurred solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower), 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 $5,000,000 35,000,000 at any time;time outstanding, (eI) Hedging Arrangements to Off Balance Sheet Obligations of the extent not prohibited under Section 6.15; (f) Debt in the form of accounts payable to trade creditors for goods or services Borrower and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt its Restricted Subsidiaries existing on the 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 comprising a portion of the date Surviving Debt and so long as no Default under Section 6.01(a) or (f) and no Event of such extension or refinancing;Default has occurred and is continuing, additional Off Balance Sheet Obligations of the Borrower and its Restricted Subsidiaries, provided that the aggregate amount of all Off Balance Sheet Obligations permitted under this clause (I) shall not exceed $35,000,000 at any time outstanding, and (kJ) so long as no Default under Section 6.01(a) or (f) and no Event of Default has occurred and is continuing, other secured and unsecured Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business Borrower in an aggregate principal 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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; and (n) 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 25,000,000 at any timetime outstanding.

Debt. No Credit Party shallNot, nor shall it and not permit any of its Subsidiaries other Loan Party to, create, assume, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) intercompany Debt incurred in of Loan Parties (including the ordinary course of business owed Company) secured by any Credit Party to any other Credit PartyLiens on real or personal property permitted by Section 11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt is subordinated to the Obligations and is also permitted under Section 6.3at any time outstanding shall not exceed $10,000,000; (c) Debt consisting of sureties or bonds Loan Parties other than the Company (and similar obligations which is non-recourse to the Company) secured by Liens on real property permitted by Section 11.2(d), and extensions, renewals and refinancings thereof; provided to that the aggregate amount of all such Debt at any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Propertiestime outstanding shall not exceed $15,000,000; (d) Purchase Money Subordinated Debt which is unsecured; (e) Hedging Obligations approved by Administrative Agent and incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased (it being agreed that any increase will be permitted without the consent of the Administrative Agent and the Required Lenders only to the extent that such additional Debt is otherwise permitted pursuant to clauses (b), (c), or (d) of this Section 11.1); (g) Debt under Capital Leases in an for capital assets whose aggregate principal amount cost if purchased would not to exceed $5,000,000 15,000,000; (h) Indirect Obligations which do not exceed $2,000,000 in the aggregate at any time; (ei) Hedging Arrangements Indirect Obligations arising with respect to the extent not prohibited customary indemnification obligations in favor of sellers in connection with Acquisitions permitted under Section 6.1511.5 and purchasers in connection with dispositions permitted under Section 11.5; (fj) Debt in the form Indirect Obligations arising with respect to performance guaranties (which may include payment obligations) provided by a Loan Party on behalf 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 another Loan Party in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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;; and (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 seller may become entitled Loan Party to the extent such payment is determined by a closing purchase price adjustment or 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 Company which results from an Investment made by the parties to the purchase or (b) once the amount of Company in such payment has been finally fixed Loan Party pursuant to, and determined by the parties to such purchasepermitted by, such amount is paid when due; and (n) 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 time11.11(b).

Debt. No Credit Note Party shall, nor shall it at any time, create, incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Debt under the ObligationsNote Documents; (b) intercompany Debt of the Note Parties in respect of (i)(A) the Existing 2019 Term Loans, (B) the Existing 2017 Term Loans, (C) the Existing 2017 Revolving Credit Commitments and (D) the Existing 2016 Term Loans and (ii) Refinancing Debt extending, refunding or refinancing any of the Debt described in clause (i); (c) in the case of any Note Party or any Subsidiary of a Note Party, Debt owed to any other Note Party or any wholly-owned Subsidiary of any Note Party, provided that, in each case, such Debt (i) shall be on terms acceptable to the Controlling Party and (ii) shall be evidenced by promissory notes in form and substance satisfactory to the Controlling Party, which promissory notes shall (unless payable to the Issuer) by their terms be subordinated to the Note Obligations of the Note Parties under the Note Documents; (d) the Surviving Debt described on Schedule 4.02 and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (e) in the case of each Note Party (other than the Parent Guarantor) and its Subsidiaries, (i) Debt secured by Liens permitted by Section 4.01(d) not to exceed in the aggregate $10,000,000 at any time outstanding, (ii) (A) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (B) in the case of any Capitalized Lease to which any Subsidiary of a Note Party is a party, any Contingent Obligation of such Note Party guaranteeing the Note Obligations of such Subsidiary under such Capitalized Lease, (iii) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business owed by and consistent with prudent business practices, and (iv) (A) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Credit Party to any Joint Venture) in respect of Assets other Credit Partythan Specified Debt Assets; provided that (1) the Leverage Ratio (on a pro forma basis after giving effect to the incurrence of such Debt and the use of proceeds thereof) is subordinated not greater than 60% and (2) the Secured Debt Leverage Ratio (on a pro forma basis after giving effect to the incurrence of such Debt and the use of proceeds thereof) is not greater than (x) for so long as the Senior Obligations constitute secured Debt, 50%, or (y) otherwise, 45%, and is also (B) Refinancing Debt extending, refunding or refinancing Debt 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, 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 $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.154.02(e)(iv)(A); (f) Debt in the form case of accounts payable to trade creditors for goods or services the Parent Guarantor and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past duethe Issuer, in each case incurred in the ordinary course Debt consisting of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAPCustomary Carve-Out Agreements; (g) Debt arising from the endorsement endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (hi) Debt consisting of liabilities incurred secured or unsecured Debt; provided that (A) in the ordinary course case of business under workers’ compensation claims required by Governmental Authority; secured Debt, (i1) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; the Leverage Ratio (j) Debt existing on a pro forma basis after giving effect to the 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) incurrence of such Debt and the use of proceeds thereof) is not greater than 60% and (2) the Secured Debt Leverage Ratio (on a pro forma basis after giving effect to the incurrence of such Debt and the use of proceeds thereof) is not greater than (1) for so long as the Senior Obligations constitute secured Debt, 50%, or (2) otherwise, 45%, (B) in the case of unsecured Debt, the Leverage Ratio (on a pro forma basis after giving effect to the incurrence of such Debt and the use of proceeds thereof) is not greater than 60%, (C) such Debt does not constitute an obligation (including pursuant to a guarantee) of any Person other than a Note Party, (D) in the case of secured Debt, such Debt is not secured by any Lien on any asset other than the assets that secure the Credit Facilities (or would have been required to secure the Credit Facilities pursuant to the terms thereof), (E) the stated final maturity of such Debt shall not be earlier than (1) in the case of secured Debt, the date that is 180 days prior to the Final Maturity Date, and (2) in the case of unsecured Debt, the Final Maturity Date, (F) the Weighted Average Life to Maturity of such Debt shall not be shorter than (1) in the case of secured Debt, 180 days shorter than the Weighted Average Life to Maturity of the Notes and (2) in the case of unsecured Debt, the Weighted Average Life to Maturity of the Notes, in each case, remaining as of the date of the incurrence of such extension or refinancing; Debt and (kG) the other material terms, taken as a whole, of any such Debt representing deferred compensation are no less favorable in any material respect to employees the Note Parties than the terms of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000;Note Documents and (ii) Refinancing Debt extending, refunding or refinancing Debt permitted under Section 4.02(h)(i); and (l) Debt consisting of (i) Debt for borrowed money from a Governmental Authority under the financing of insurance premiums CARES Act or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in any other federal or state governmental program intended to mitigate the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance impact of the Credit Parties after the closing of such purchase COVID-19 pandemic so long as (i) such Debt does not constitute an obligation (including pursuant to a guarantee) of any Note Party and (ii) the Specified Debt Assets and the Equity Interests in the Note Parties do not become subject to any Liens in connection with such Debt (“Qualified Government Debt”); provided, however, that 100% of the net cash proceeds of any Qualified Government Debt shall be used, in the Issuer’s discretion, only for Permitted Uses (as defined in Amendment No. 3 to the 2017 Credit Agreement as in effect on the Signing Date) or to repay the Senior Obligations. Notwithstanding anything to the contrary in this Indenture or any other Note Document, (a) all Debt under the amount of such payment is not determinable by Notes Documents will be deemed to have been incurred in reliance only on the parties to the purchase or exception in Section 4.02(a) and (b) once all Debt in respect of the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided thatExisting 2019 Term Loans, the aggregate principal amount thereof shall not exceed $5,000,000 at any timeExisting 2017 Term Loans, the Existing 2017 Revolving Credit Commitments and the Existing 2016 Term Loans will be deemed to have been incurred in reliance only on the exceptions in Section 4.02(b)(i)(A), Section 4.02(b)(i)(B), Section 4.02(b)(i)(C) and Section 4.02(b)(i)(D), respectively.

Debt. No Credit Party shallNone of the Loan Parties shall at any time create, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):than: (ai) in the case of Universal: (A) the ObligationsJunior Notes; (bB) intercompany the Stirling Notes; and (C) Debt incurred under the Loan Documents. (ii) in the ordinary course case of business the Borrower: (A) the Subordinated Notes; (B) Debt owed by any Credit Party to any other Credit PartySubsidiary of the Borrower; provided, however, that such obligation (1) is subject to an intercompany subordination agreement in substantially the form of Exhibit H hereto (an "INTERCOMPANY SUBORDINATION AGREEMENT") executed by the Borrower and each such Subsidiary and (2) is evidenced by a promissory note in form and substance reasonably satisfactory to the Agent, which shall be pledged under the terms of the Collateral Documents to the Agent, on behalf of the Secured Parties, immediately upon its creation; and (C) any promissory note delivered in connection with any earn-out payment as contemplated by Section 3.02 of the AmPac Stock Purchase Agreement; provided that (1) any such Debt is subordinated promissory note shall be on terms and conditions acceptable to the Obligations Agent and is also (2) any such promissory note shall have been extinguished within 10 days of its issuance. (iii) in the case of the Borrower and its Subsidiaries, (A) Capitalized Leases and Debt secured by Liens permitted by Section 5.02(a)(v) not to exceed in the aggregate $8,000,000 at any time outstanding and the amortization of which shall not exceed $1,600,000 in any 12-Fiscal Month period, (B) Debt under Section 6.3the Loan Documents; (cC) Debt consisting owed (I) to the Borrower by any wholly owned U.S. Subsidiary or any wholly owned Canadian Subsidiary that is a Loan Party, (II) to Ex-Cell by Ex-Cell Bentonville, and (III) to the Borrower or any Subsidiary and constituting Investment allowed pursuant to Section 5.02(f)(v)(D); provided, however, that such Debt shall be evidenced by a promissory note in form and substance reasonably satisfactory to the Agent, which shall be pledged under the terms of sureties or bonds and similar obligations provided the Collateral Documents to any Governmental Authority or other Person and assuring payment the Agent, on behalf of contingent liabilities of a Credit Party in connection with the operation of Secured Parties, immediately upon its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Propertiescreation; (dD) Purchase Money Surviving Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any timeidentified on Part (ii)(A) of Schedule 3.01(h) of the Borrower and its Subsidiaries; (eE) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in the form indorsement 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 ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (hF) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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; and (n) other unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall 5.02(b) aggregating not exceed more than $5,000,000 1,000,000 at any timeone time outstanding; and (G) Debt incurred by Ex-Cell under the Ex-Cell Program Agreement.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Debt under the ObligationsLoan Documents; (bi) intercompany the Senior Notes in an aggregate principal amount of $500 million, the Senior Subordinated Notes in an aggregate principal amount of $850 million, the Senior Note Guarantees and the Senior Subordinated Note Guarantees (including any notes and guarantees issued in exchange therefor in accordance with the registration rights documents entered into in connection with the issuance of the Senior Notes, the Senior Subordinated Notes, the Senior Note Guarantees and the Senior Subordinated Note Guarantees) and (ii) Debt incurred in existing on the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations Closing Date and is also permitted under Section 6.3described on Schedule 7.2(b) hereto; (c) Debt consisting of sureties the Borrower in respect of Swap Agreements (A) existing on the date of this Agreement and described in Schedule 7.2(b) hereto or bonds and similar obligations (B) entered into from time to time after the date of this Agreement with counter parties that are Lenders at the time such Swap Agreement is entered into (or Affiliates of such Lender at such time); provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party that, in connection with the operation of its Oil and Gas Propertiesall cases under this clause (c), including all such Swap Agreements shall not be speculative in nature (including, without limitation, with respect to plugging, facility removal the term and abandonment of its Oil and Gas Propertiespurpose thereof); (d) Purchase Money Debt of (A) the Borrower owing to any other Loan Party, and (B) any of the Subsidiaries owing to the Borrower or Capital Leases any other Loan Party to the extent permitted under Section 7.6(h); provided that any such Debt shall be evidenced by the Intercompany Note and, in the case of a loan or advance by a Loan Party, pledged by such Loan Party as Collateral pursuant to the Security Documents; provided, further, that such Debt of, or owed to, a Subsidiary that is not a Guarantor need not be evidenced by the Intercompany Note so long as the net amount of such Debt owed by all such Subsidiaries not evidenced by the Intercompany Note does not exceed $50,000,000; (e) Debt incurred after the date of this Agreement and secured by Liens expressly permitted under Section 7.1(d) in an aggregate principal amount not to exceed exceed, when aggregated with the principal amount of all Debt incurred under clause (f) of this Section 7.2, $5,000,000 at 135,000,000 or 7.5% of the Consolidated Tangible Assets of the Borrower and its Subsidiaries any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15time outstanding; (f) Capitalized Leases incurred after the date of this Agreement which, when aggregated with the principal amount of all Debt in incurred under clause (e) of this Section 7.2, do not exceed $135,000,000 or 7.5% of the form Consolidated Tangible Assets of accounts payable to trade creditors for goods or services the Borrower and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAPits Subsidiaries at any time outstanding; (g) Contingent Obligations of (A) the Borrower guaranteeing any obligations of any of the Loan Parties, (B) any Subsidiary of the Borrower guaranteeing any obligations of the Borrower or a Loan Party, (C) any Subsidiary that is not a Loan Party guaranteeing any obligations of any other Subsidiary that is not a Loan Party (it being understood that if such Subsidiary shall become a Loan Party then such Contingent Obligation shall no longer be permitted by this clause) and (D) subject to Section 7.6(h), Loan Parties guaranteeing any obligations of any Subsidiary that is not a Loan Party; provided that each such primary obligation is otherwise permitted under the terms of the Loan Documents; (h) unsecured Debt arising from the not otherwise permitted under this Section 7.2 in an aggregate amount not to exceed $175,000,000 at any time outstanding; (i) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on comprised of indemnities given by the Closing Date Borrower or any of its Subsidiaries, or guarantees or other similar undertakings by the Borrower or any of its Subsidiaries entered into in lieu thereof, in favor of the purchaser of property and set forth assets of the Borrower and its Subsidiaries being sold, leased, transferred or otherwise disposed of in Schedule 6.1 including extensions, replacements accordance with this Agreement and refinancings thereof which do not increase covering liabilities incurred by the principal amount (excluding any expenses Borrower or premium incurred its applicable Subsidiary in connection with any such extension, replacement or refinancing) respect of such Debt as of property and assets prior to the date of consummation of the sale, lease, transfer or other disposition thereof, which indemnities, guarantees or undertakings are required under the terms of the documentation for such extension sale, lease, transfer or refinancingother disposition; (k) Debt representing deferred compensation to employees comprised of liabilities or other obligations assumed or retained by the Borrower or any of its Subsidiaries from Subsidiaries of the Credit Parties Borrower that are, or all or substantially all of the property and assets of which are, sold, leased, transferred or otherwise disposed of pursuant to Section 7.5(c) or (f); provided that such liabilities or other obligations were not created or incurred in contemplation of the ordinary course related sale, lease, transfer or other disposition; (l) unsecured Subordinated Debt or Redeemable Preferred Interests not otherwise permitted under this Section 7.2; provided that the aggregate amount of business the outstanding principal amount of such unsecured Subordinated Debt and the maximum amount of the purchase price, redemption price or liquidation value (whichever is greater) of such Redeemable Preferred Interests does not exceed $400,000,000 at any time; provided further that either (x) such Debt or Redeemable Preferred Interests are incurred to finance an Investment permitted under Section 7.6(e) or (y) the Net Cash Proceeds thereof are applied in accordance with Section 2.11(a); (m) Debt extending the maturity of, or refunding, refinancing or replacing, in whole or in part, any Debt permitted by Section 7.2(b) or incurred pursuant to this clause (m); provided, however, that (A) the aggregate principal amount of such extended, refunding, refinancing or replacement Debt shall not be increased above the principal amount thereof and the premium, if any, thereon outstanding immediately prior to such extension, refunding, refinancing or replacement and the amount of any reasonable fees and expenses incurred with respect to such extension, refunding, refinancing or replacement, (B) the direct and contingent obligors therefor shall not be changed as a result of or in connection with such extension, refunding, refinancing or replacement, (C) such extended, refunding, refinancing or replacement Debt shall not mature prior to the stated maturity date or mandatory redemption date of the Debt being so extended, refunded, refinanced or replaced, (D) if the Debt being so extended, refunded, refinanced or replaced is subordinated in right of payment or otherwise to the obligations of the Borrower or any of its Subsidiaries under and in respect of the Loan Documents, such extended, refunding, refinancing or replacement Debt shall be subordinated to such Obligations to at least the same extent, (E) the terms (other than pricing) of such extended, refunding, refinancing or replacement Debt are no more burdensome to the Borrower taken as a whole than the terms of the Debt being extended, refunded, refinanced or replaced and (F) pro forma for such transaction the Borrower shall be in compliance with Section 7.16 and any other applicable covenant hereunder; (n) secured and unsecured Debt of Subsidiaries of the Borrower that are not Guarantors in an aggregate amount not to exceed $1,000,00050,000,000 at any time outstanding; (lo) Debt comprised of guarantees given by the Borrower or any of its Subsidiaries in respect of any Special Purpose Licensed Entity which obligations, when aggregated with the aggregate amount of all Investments made under Section 7.6(i) hereof, shall not exceed $100,000,000 at any time outstanding; (p) 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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 dueOperating Indebtedness; and (nq) unsecured Debt not otherwise permitted under in connection with Permitted Receivables Financings, provided that the preceding provisions of this proceeds thereof are applied in accordance with Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any time2.11(a).

Debt. No Credit Party shallBorrower will not, nor shall it and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, create, incur, assume, incurguarantee or otherwise become or remain directly or indirectly liable with respect to, suffer to existany Debt, or any contingent obligations which would be Debt hereunder if they were non-contingent, except for: (i) Debt, Letter of Credit Liabilities and liabilities and obligations arising from Cash-Collateralized Letters of Credit under the Financing Documents; and (ii) to the extent they are fully cash collateralized in a manner satisfactory to Agent, letters of credit which are not issued under or pursuant to this Agreement or any manner become liableof the other Financing Documents with an aggregate face amount not greater than $12,500,000 at any time; (b) Debt or such contingent obligations outstanding on the date of this Agreement as set forth in the Information Certificate; (c) Unsecured Notes Debt; (d) Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases), directlyin an aggregate principal amount at any time outstanding not greater than $10,000,000; (1) intercompany Debt arising from loans or advances made (or other forms of Debt) between and among Borrower and its Domestic Subsidiaries which are Guarantors, indirectlyand (2) intercompany Debt arising from loans or advances made (or other forms of Debt) by and among Borrower and its wholly-owned Foreign Subsidiaries; provided, no such loans or contingently advances made (or other forms of Debt) by Borrower to any such wholly-owned Foreign Subsidiary may be made if the Foreign Subsidiary Advance Amount exceeds $15,000,000 or would exceed $15,000,000 by the making of any such loan; provided, in respect ofthe case of clause (2) above, any Debt other than the following (collectivelyall such loans by Borrower shall be evidenced by promissory notes, the sole originally executed counterparts of which shall be pledged and delivered by Borrower to Agent, for the benefit of Agent and Lenders, as security for the Obligations; provided, further, in the case of clauses (1) and (2) above, upon the request of Agent at any time when an Event of Default has occurred and is continuing, all such intercompany Debt (and, with respect to obligations of any “Permitted Debt”): (acontrolled foreign corporation” within the meaning of Section 957 of the Code, only to the extent that the Borrower has, in good faith, determined that there is no risk of adverse tax consequences) shall be evidenced by promissory notes, the sole originally executed counterparts of which shall be pledged and delivered to Agent, for the benefit of Agent and Lenders, as security for the Obligations; (bf) intercompany Debt incurred in the ordinary course of business owed by Borrower or any Credit Party Subsidiary under Interest Rate Protection Agreements entered into with respect to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under this Section 6.35.1 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (cg) Debt consisting of sureties or bonds guaranties and similar keep-well arrangements by Borrower and its Subsidiaries of each other’s Debt (other than Debt of Borrower permitted under subsections 5.1(j)), lease 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, including with respect to plugging, facility removal and abandonment of its Oil and Gas Propertiesconstruction obligations otherwise permitted under this Agreement; (dh) Purchase Money Debt of a Domestic Subsidiary acquired pursuant to a Permitted Acquisition (or Debt assumed at the time of a Permitted Acquisition of an asset securing such Debt), provided: (w) such Debt was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, (x) such Debt does not constitute debt for borrowed money, it being understood and agreed that Capital Leases Lease and purchase money Debt shall not constitute debt for borrowed money for purposes of this clause (x), (y) at the time of such Permitted Acquisition, such Debt does not exceed twenty percent (20%) of the total value of the assets of the Domestic Subsidiary so acquired, or of the asset so acquired, as the case may be, and (z) the aggregate principal amount of all Debt permitted by this clause (h) shall not exceed $5,000,000 at any one time outstanding; (i) Seller Subordinated Debt issued by Borrower to a seller as consideration for a Permitted Acquisition effected in accordance with Section 5.7 in an aggregate principal amount not to exceed $5,000,000 2,500,000 (as such $2,500,000 principal amount may be increased through the issuance of additional Seller Subordinated Debt or through the capitalization of regularly accrued unpaid interest in respect of regularly scheduled interest payments in accordance with the terms thereof) at any timetime outstanding; (ej) Hedging Arrangements Investor Subordinated Debt issued by Borrower to an Investor; (k) Debt borrowed from, held by or issued to landlords of real property leased by Subsidiaries which: (i) is incurred by such Subsidiary in connection with the terms of its lease with such landlord, (ii) is either unsecured or secured only by the assets of such Subsidiary which are located at the property subject to such lease and (iii) does not exceed $5,000,000 in the aggregate; and (l) to the extent not prohibited under Section 6.15they comply with the terms of clause (12) of Annex C hereto, “earnouts” issued by Borrower or any other Credit Party in connection with a Permitted Acquisition; (fm) contingent obligations which would be Debt in the form of accounts payable to trade creditors for goods or services hereunder if they were non-contingent and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP;which: (g1) Debt arising result from the endorsement of instruments endorsements for collection or deposit in the ordinary course of business; (h2) Debt consisting of liabilities are incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authoritywith respect to surety and appeal bonds, performance bonds and other similar obligations which do not exceed $500,000 in the aggregate at any time outstanding; (i3) without duplicationarise with respect to customary indemnification obligations in favor of purchasers, guarantees and customary purchase price adjustment obligations in favor of Debt purchasers, in each case in connection with dispositions otherwise permitted under this Section 6.1;5.6; or (j4) Debt existing on the Closing Date arise with respect to customary indemnification obligations in favor of sellers, and set forth customary purchase price adjustment obligations in Schedule 6.1 including extensionsfavor of sellers, replacements and refinancings thereof which do not increase the principal amount (excluding any expenses or premium incurred in each case 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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 duePermitted Acquisitions; and (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided thatdescribed in clauses (a) through (m) above, not to exceed $2,000,000 in the aggregate principal amount thereof shall not exceed $5,000,000 at any timetime outstanding.

Debt. No Credit Party shall, Neither the Borrower nor shall it permit any of its Subsidiaries toSubsidiary will incur, create, assumeassume or permit to exist any Debt, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) The Loans or other Obligations or any guaranty of or suretyship arrangement for the Loans or other Obligations; (b) intercompany Debt of the Borrower or any Subsidiary existing on the Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.01, and 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 owed 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 Propertieswhich, 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 $5,000,000 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 if greater than 90 days past duethe invoice or billing date, in each case incurred in the ordinary course of business, unless are being contested in good faith by appropriate proceedings and if reserves adequate reserves for such items under GAAP shall have been made established therefor; (d) (i) capital leases, (ii) Equipment Leases, (iii) environmental facilities revenue bonds, and (iv) purchase money Debt which in accordance each purchase money Debt case shall not exceed 100% of the lesser of the total purchase price and the fair market value of the Property acquired as determined at the time of acquisition, provided all Debt incurred pursuant to this clause (d) shall not exceed $15,000,000 per fiscal year; (e) Subordinated Debt so long as the Borrower has delivered a Compliance Certificate concurrently with GAAPthe issuance thereof demonstrating pro forma compliance with Article IX; (f) prepayments for services rendered in the ordinary course of business provided that no default exists in delivery of the service for which any such prepayments were made; (g) Debt arising from between and among the endorsement of instruments for collection in the ordinary course of businessBorrower and/or any Guarantors (other than Holdings); (h) Debt consisting surety bonds and similar instruments of liabilities incurred the nature and for the purposes described in the ordinary course of business under workers’ compensation claims required by Governmental AuthoritySchedule 7.02, item 1 or Schedule 7.21; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1;the Senior Unsecured Debt; and (j) Debt existing on so long as no Default has occurred and continuing, unsecured earn–out obligations of the Closing Date Borrower or any Guarantor payable to a seller 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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; and (n) 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 timeExpansion Expenditure.

Debt. No Credit Party shallThe Company will not, nor shall it and will not permit any of its Restricted Subsidiaries to, create, incur, assume, incurguarantee, suffer to exist, exist or in any manner otherwise become liable, directly, indirectly, or contingently in remain liable with respect ofto, any Debt other than Indebtedness; provided, however that the foregoing restriction shall not apply to the following (collectively, the “Permitted Debt”):Indebtedness which is permitted: (ai) Indebtedness incurred under this Agreement and the Obligationsother Loan Documents; (bii) intercompany Refinancing Debt issued or incurred (including by means of the extension or renewal of existing Indebtedness) to refinance, refund, extend, defease, discharge, renew or replace Indebtedness incurred pursuant to Sections 5.02(b)(iii), 5.02(b)(v), 5.02(b)(vii) and 5.02(b)(xiv); (iii) Indebtedness outstanding on the Closing Date and, to the extent any such Indebtedness exceeds, individually, $10,000,000 set forth on Schedule 5.02(b); (iv) Indebtedness of the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary; (v) purchase money Indebtedness of the Company or any Restricted Subsidiary to finance the acquisition of any real or personal property, including Capital Leases, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided, however, that the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed the greater of (x) $150,000,000175,000,000 and (y) 3.0% of the consolidated total assets of the Company determined in accordance with GAAP at the time such Indebtedness is incurred; (vi) Indebtedness arising from agreements of the Company or any Restricted Subsidiary providing for indemnification, adjustment of purchase or acquisition price, earnouts, deferred purchase price or similar obligations with respect to any Permitted Acquisition or other acquisition permitted under ýýSection 5.02(e) or any Disposition permitted by ýýSection 5.02(f); (vii) Indebtedness of the Company or any Restricted Subsidiary assumed in connection with any Permitted Acquisition or other acquisition permitted hereunder so long as such Indebtedness is not incurred in contemplation of such Permitted Acquisition or other acquisition; (viii) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations (including, in each case, letters of credit or bank guarantees and similar instruments issued to provide such bonds, guaranties and similar obligations), in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3business; (cix) Debt Indebtedness consisting of sureties (x) the financing of insurance premiums or bonds and similar (y) take or pay obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party contained 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 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 duesupply arrangements, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (gx) Debt Indebtedness arising from a guarantee of any Indebtedness otherwise permitted hereunder to the endorsement extent the Person providing such guarantee is not prohibited from directly incurring such Indebtedness; provided that if the Indebtedness being guaranteed is subordinated to the Secured Obligations, such guarantee shall be subordinated to the guarantee of instruments the Secured Obligations on reasonably equivalent terms; (xi) other unsecured Indebtedness of the Company or any Guarantor so long as after giving effect to such Indebtedness and the use of proceeds thereof, the Consolidated Total Net Leverage Ratio (calculated on a pro forma basis) as of the last day of the most recent fiscal quarter of the Company for collection which financial statements have been delivered pursuant to Section 5.01(b) is not greater than 5.00:1.00; (xii) any other Indebtedness or contingent obligations set forth or described in the Form 10 as being outstanding after giving effect to the Spin Transaction; (xiii) Indebtedness in respect of netting services, overdraft protections deposit and checking accounts, in each case incurred in the ordinary course of business; (hxiv) Debt consisting other Indebtedness in an aggregate principal amount not to exceed the greater of liabilities (x) $250,000,000 at any time outstanding or (y) 5.0% of consolidated total assets of the Company determined in accordance with GAAP at the time of the incurrence thereof; (xv) Indebtedness of Restricted Subsidiaries that are Foreign Subsidiaries (x) incurred to provide consideration for, or to provide all or any portion of the funds or credit support utilized to consummate, a Permitted Acquisition or other acquisition permitted hereunder or (y) incurred in an aggregate principal amount outstanding at any one time not to exceed $50,000,000 (measured at the time of incurrence); (xvi) secured or unsecured Indebtedness for borrowed money of the Company or any Guarantor that is secured; provided that, if secured, such Indebtedness may not be incurred following a Lien Release Event and prior to any subsequent Ratings Trigger Event and may be secured only on a pari passu or junior basis to the Liens on the Collateral securing the Secured Obligations; provided, further, that, at the time of any such incurrence of Indebtedness, after giving effect thereto, the Consolidated Secured Net Leverage Ratio as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(b) (calculated on a pro forma basis) is not greater than 3.50:1.00;the Specified Consolidated Secured Net Leverage Ratio (or, following a Lien Release Event, but prior to any subsequent Ratings Trigger Event, the Consolidated Total Net Leverage Ratio as of such day is not greater than the Specified Consolidated Total Net Leverage Ratio); (xvii) to the extent constituting Indebtedness, obligations arising under the Acquisition Agreement; (xviii) Called or Defeased Debt; (xix) Indebtedness incurred by the Company or any Restricted Subsidiary in respect of letters of credit, bank guarantees or similar instruments issued or incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authorityor consistent with industry practice in an aggregate principal amount not to exceed $100,000,000 at any time; (ixx) without duplicationto the extent constituting Indebtedness, guarantees of Debt otherwise permitted obligations under this Section 6.1cash pooling and notional pooling arrangements; (jxxi) Debt existing on the Closing Date and set forth Indebtedness 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) respect of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred Hedge Agreements entered into in the ordinary course of business in an aggregate amount and 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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 duefor speculative purposes; and (nxxii) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided thatall premiums (if any), the aggregate principal amount thereof shall not exceed $5,000,000 at any timeinterest, fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xxi) above.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (ai) Debt under the ObligationsLoan Documents; (bii) intercompany Debt under the New Notes in an principal aggregate amount not to exceed $1,250,000,000; (iii) Debt secured by Liens permitted by Section 5.02(a)(vi) not to exceed, together with Debt permitted under clause (iv) below, in an aggregate principal amount of $20,000,000 per Casino Property at any time outstanding; (iv) Capitalized Leases not to exceed in an aggregate principal amount, together with Debt permitted pursuant to clause (iii) above, $20,000,000 per Casino Property at any time outstanding, and in the case of Capitalized Leases to which any Subsidiary of any Loan Party is a party, Debt of such Loan Party of the type described in clause (i) of the definition of “Debt” guaranteeing the Obligations of such Subsidiary under such Capitalized Leases; (v) the Surviving Debt; (vi) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates and foreign currencies incurred in the ordinary course of business and consistent with prudent business practice; (vii) Debt owed to the Borrower or a wholly-owned Subsidiary of the Borrower, which Debt shall (x) in the case of Debt owed to a Loan Party, constitute Pledged Debt, (y) be on terms reasonably acceptable to the Administrative Agent and (z) be otherwise permitted under the provisions of Section 5.02(f); (viii) to the extent such incurrence does not result in the incurrence by the Borrower or any of its Subsidiaries of any obligation for the payment of Debt for Borrowed Money of others, Debt by the Borrower or any of its Subsidiaries owed to any Person in connection with the termination of employment of or severance obligations owed to such Person and not to exceed $5,000,000 in the aggregate; (ix) Debt arising from agreements of the Borrower or a Subsidiary Guarantor providing for indemnifications and adjustments of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than Guarantees Obligations in respect of Debt incurred by any Credit Party to Person acquiring all or any other Credit Partyportion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided that provided, however, that: (A) such Debt is not reflected on the balance sheet of the Borrower or any Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (ix)(A)); and (B) the maximum assumable liability in respect of all such Debt shall at no time exceeds the gross proceeds including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Borrower and any Subsidiary in connection with such disposition; or (x) Debt that constitutes an Investment of the type described in clause (i) or (j) of the definition thereof solely to the extent permitted by Section 5.02(f); (xi) unsecured Debt of the Borrower, subject to pro forma compliance with Section 5.04 after giving effect to the incurrence of such Debt, subordinated to the Obligations under the Loan Documents on terms reasonably acceptable to the Administrative Agent and is also permitted under Section 6.3having a maturity date of not less than six months following the Term B Maturity Date and having no amortization prior to the Term B Maturity Date; (cxii) unsecured 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, 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 $5,000,000 at any time30,000,000, subject to pro forma compliance with Section 5.04 after giving effect to the incurrence of such Debt, subordinated to the Obligations under the Loan Documents on terms reasonably acceptable to the Administrative Agent, and having a maturity date of not less than six months following the Term B Maturity Date and having no amortization prior to the Term B Maturity Date; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (fxiii) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed moneysecured by Liens permitted by Section 5.02(a)(xii) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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 principal amount not to exceed $1,000,000;10,000,000; and (lxiv) Debt consisting representing a refinancing, replacement or refunding of Debt permitted by clauses (b)(ii) through (b)(v) and (b)(xiii) above (the “Refinancing Debt”); provided that (A) such Refinancing Debt has a Weighted Average Life to Maturity at the time such Refinancing Debt is incurred which is not less than the remaining Weighted Average Life to Maturity of the Debt being extended, refunded, refinanced, defeased, renewed or replaced, (B) the terms relating to principal amount, amortization, maturity and subordination (if any) and other material terms, taken as a whole, of any such Refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Debt being extended, refunded or refinanced and the interest rate applicable to any such Refinancing Debt does not exceed the then applicable market interest rate, (C) the principal amount (or accreted value, if applicable) of such Refinancing Debt does not exceed the sum of the outstanding principal amount (or accreted value, if applicable) of the Debt so extended, refunded, refinanced, defeased, renewed or replaced (plus all accrued interest thereon and the amount of all premiums and reasonable expenses incurred in connection therewith), (D) the Debt is incurred either by the Borrower or the Subsidiary that is the obligor of the Debt being extended, refunded, refinanced, defeased, renewed or replaced, (E) the Debt shall be secured only by the property or assets (if any) securing the Debt to be so extended, refunded, refinanced, defeased, renewed or replaced, and (F) such Refinancing Debt shall not include: (i) Debt of a Subsidiary that extends, refunds, refinances, defeases, renews or replaces Debt or preferred stock of the financing of insurance premiums Borrower, 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing Borrower or a Subsidiary that extends, refunds, refinances, defeases, renews or replaces Debt or preferred stock 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; and (n) 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.an Unrestricted Subsidiary;

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):than: (ai) the ObligationsDebt hereunder; (bii) intercompany Debt incurred in under the ordinary course Loan Documents or under the $250,000,000 Credit Agreement (and the Loan Documents referred to and as defined therein); (iii) Debt secured by Liens permitted by clause (v) of business owed by any Credit Party to any other Credit Party; the definition of "Permitted Lien"; (iv) the Debt listed on Schedule IV, provided that such Debt is subordinated may be renewed, extended or otherwise modified on terms no less favorable to the Obligations and is also permitted under Section 6.3Borrower or its Subsidiaries or the Banks than the existing terms of such Debt; (cv) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or not otherwise permitted by this Section 5.02(c) incurred by the Borrower and/or its Subsidiaries (other Person and assuring payment of contingent liabilities of a Credit Party than the Intercompany Creditor) in connection with the operation acquisition of its Oil and Gas Propertiesany Facility (or the assets thereof), including with respect to pluggingany Existing Clinic Acquisition or the acquisition of any Related Business, facility removal and abandonment of its Oil and Gas Propertiesso long as such acquisition satisfies all the conditions precedent set forth in Section 5.02(f)(i) or (ii), as the case may be; (dvi) Purchase Money convertible Subordinated Debt incurred by the Borrower or Capital Leases any Subsidiary of the Borrower (other than the Intercompany Creditor) in connection with the acquisition of a Facility (or the assets thereof), any Existing Clinic Acquisition or the acquisition of any Related Business, provided that the holder of any such Debt shall have executed and delivered a Subordination Agreement to the Agent; (vii) Subordinated Debt, whether convertible or not, in an aggregate principal amount not in excess of $150,000,000; provided that the Agent and the Majority Banks shall have approved in writing prior to exceed $5,000,000 at the issuance thereof the terms and conditions relating to the issuance of such Subordinated Debt, including the terms of any timeindenture executed in connection therewith; (eviii) Hedging Arrangements to any Intercompany Debt or Debt permitted under the extent not prohibited under terms of Section 6.155.02(i) or 5.02(o); (fix) 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 ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAPContingent Obligations permitted under Section 5.02(d); (gx) Debt arising from under any interest rate, currency or other protection, hedge, cap, collar, swap or similar agreement entered into by the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt existing on the 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 Borrower with any such extension, replacement or refinancing) of such Debt as of the date of such extension Banks or refinancing; (k) Debt representing deferred compensation their respective Affiliates from time 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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 duetime; and (nxi) unsecured Senior Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the in an aggregate principal amount thereof shall not exceed in excess of $5,000,000 at 50,000,000 incurred by the Borrower or any timeof its Subsidiaries (other than the Intercompany Creditor) to fund any Existing Clinic Acquisition or the acquisition of any Facility (or the assets thereof) or any Related Business; provided, however, that such unsecured Senior Debt contains terms and conditions, including, without limitation, interest rates, covenants and defaults, no greater or more restrictive, as the case may be, than those contained herein; provided, further, that there can be no principal repayments of such unsecured Senior Debt until one year after the Revolver Termination Date.

Debt. No Credit Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, any Debt, except: (i) in the case of CBI, (A) Debt in respect of Hedge Agreements maintained under Section 5.01(o) and other Hedge Agreements not in violation of Section 5.02(n); provided that no Hedge Agreement with any Person other than a Lender Party (or Affiliate of a Lender Party) may be a Secured Hedge Agreement, (B) New Notes issued for cash (without duplication of clause (E) below); provided that 100% of the Net Cash Proceeds from the issuance of New Notes shall be applied to prepay the Facilities, with such prepayment to be allocated first ratably to the Term A Advances, the Term B Advances, the Term C Advances and the Term D Advances and applied to the remaining installments thereof pro rata and second to the Revolving Credit Advances as set forth in clause 2.06(b)(vi) (it being understood that all expenses or other amounts deducted in determining the calculation of Net Cash Proceeds from the issuance of New Notes at the same time shall be applied equally over the total principal amount of the New Notes being issued at such time); provided that the Administrative Agent shall have received a certificate of a Responsible Officer of CBI certifying that after giving effect to such issuance, CBI and its Subsidiaries are on a pro forma basis in compliance with Section 5.04 during the Facilities Period, (C) Paid in kind interest in respect of the Oak Hill Debt, the Junior Notes, and any other Debt permitted under this Section, (D) Debt owed to a wholly owned Subsidiary of CBI permitted under Section 5.02(f)(xi); provided that such Debt (x) shall constitute Pledged Debt, (y) shall be on terms acceptable to the Agents and (z) if evidenced by promissory notes, shall be in form and substance satisfactory to the Agents and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Security Agreements; provided further, however, that CBI may not incur such Debt to service Debt under the New Notes or make payments in respect of Other Permitted Equity if a Blocking Event has occurred and is continuing, (E) Debt in respect of the Junior Notes and any Debt extending the maturity of, or refunding, renewal or refinancing, in whole or in part, the Junior Notes, provided that the terms of any manner become liablesuch extending, directlyrefunding, indirectlyrenewal or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, provided further that (1) the principal amount of such Debt shall not be increased above the principal amount thereof outstanding (plus accrued interest and fees thereon) immediately prior to such extension, refunding, renewal or refinancing, (2) the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding, renewal or refinancing, (3) such Debt as so refunded, refinanced or renewed shall not mature prior to the stated maturity date or mandatory redemption date of the Junior Notes being so extended, refunded, refinanced or renewed, (4) such extended, refunded, renewed or refinanced Debt shall be subordinated to the Obligations under the Facilities to at least the same extent as the Junior Notes, (5) such Debt as so refunded, refinanced or renewed shall not contain any grant of collateral or rights to collateral or any covenants or defaults that are more restrictive, or contingently subordination terms that are more narrow, in any material respect than the terms of the Junior Notes being so extended, refunded, refinanced or renewed, and (6) such Debt as so refunded, refinanced or renewed will not provide any put, redemption or prepayment right, or any amortization or maturity date, prior to the end of the Facilities Period, (F) Debt in respect of the Refinancing Notes; provided such Refinancing Notes are issued on terms and conditions not materially less favorable to the Lender Parties than those set forth in the final version of the “Description of Notes” posted to the CBI IntraLinks website by the Administrative Agent on November 7, 2003 for review by the Lender Parties, and any Debt extending the maturity of, or refunding, renewal or refinancing, in whole or in part, the Refinancing Notes; provided that the terms of any such extending, refunding, renewal or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that (1) the principal amount of such Debt shall not be increased above the principal amount thereof outstanding (plus accrued interest and fees thereon) immediately prior to such extension, refunding, renewal or refinancing, (2) the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding, renewal or refinancing, (3) such Debt as so refunded, refinanced or renewed shall not mature prior to the stated maturity date or mandatory redemption date of the Refinancing Notes being so extended, refunded, refinanced or renewed, (4) such extended, refunded, renewed or refinanced Debt shall be subordinated to the Obligations under the Facilities to at least the same extent as the Refinancing Notes, (5) such Debt as so refunded, refinanced or renewed shall not contain any grant of collateral or rights to collateral or any covenants or defaults that are more restrictive, or subordination terms that are more narrow, in any material respect than the terms of the Refinancing Notes being so extended, refunded, refinanced or renewed, and (6) such Debt as so refunded, refinanced or renewed will not provide any put, redemption or prepayment right, or any amortization or maturity date, prior to the end of the Facilities Period, and (G) Debt of CBI incurred in connection with a BRCOM Exchange including Debt of CBI issued to a third party provided that the proceeds of such Debt are applied to the prepayment or retirement of the BRCOM Senior Subordinated Notes (and any Debt extending the maturity of, or refunding, renewing or refinancing, in whole or in part, such Debt of CBI, provided that the terms of any such extending, refunding, renewal or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, satisfy the requirements set forth in clause (E) above with each reference therein to Junior Notes being replaced with a reference to the Debt under this clause (F)); provided that such Debt (v) contains only pay in kind interest payment obligations during the Facilities Period, (w) is not convertible or exchangeable for any Equity Interests other than the following common stock of CBI, (collectively, the “Permitted Debt”): (ax) the Obligationsaggregate amount of cash paid in respect of redemptions, repayments or fees in connection with all BRCOM Exchanges shall not exceed the amounts agreed to in writing by CBI and the Agents and (y) any instrument or agreement evidencing such Debt entered into in connection with any BRCOM Exchange will not contain any grant of collateral or rights to collateral or any covenants or defaults that are more restrictive, or subordination terms that are more narrow (e.g., no less favorable to the Lender Parties), in any material respect than the terms of the Oak Hill Indenture and will not provide any put, redemption or prepayment right, or any amortization or maturity date, prior to the end of the Facilities Period; (bii) intercompany in the case of any Subsidiary of CBI (including BRCOM and its Subsidiaries), Debt owed to CBI or to a wholly owned Subsidiary of CBI, provided that, in each case, such Debt (A) shall constitute Pledged Debt, (B) shall be on terms acceptable to the Agents, (C) if evidenced by promissory notes, in form and substance satisfactory to the Agents and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Security Agreements and (D) in the case of BRCOM or any of its Subsidiaries, the incurrence of such Debt is permitted under Section 5.02(f)(xiii); and (iii) in the case of CBI and its Subsidiaries other than Wireless LLC, (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed $75,000,000 in aggregate principal amount at any time outstanding; provided that any Debt outstanding under this clause (B) of a type described in Section 5.02(b)(v)(B), will automatically reduce the amount of Debt of such type permitted to be outstanding at such time under Section 5.02(b)(v)(B), (C) Capitalized Leases not to exceed in the aggregate $125,000,000 at any time outstanding, and to the extent included in “Capitalized Leases” for purposes of GAAP, IRUs incurred in the ordinary course of business; provided that any Debt outstanding under this clause (C) of a type described in Section 5.02(b)(v)(C), will automatically reduce the amount of Debt of such type permitted to be outstanding at such time under Section 5.02(b)(v)(C), (D) the Surviving Debt (other than Debt under (iii)(C) above), and any Debt extending the maturity of, or refunding, renewal or refinancing, in whole or in part, any Surviving Debt, provided that the terms of any such extending, refunding, renewal or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, provided further that (1) the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding (plus accrued interest and fees thereon) immediately prior to such extension, refunding, renewal or refinancing, (2) the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding, renewal or refinancing, (3) such Surviving Debt as so refunded, refinanced or renewed shall not mature prior to the stated maturity date or mandatory redemption date of the Surviving Debt being so extended, refunded, refinanced or renewed, (4) if the Surviving Debt being so extended, refunded, refinanced or renewed is subordinated in right of payment or otherwise to the Obligations of the Borrowers or any of their Subsidiaries under and in respect of the Loan Documents, such extended, refunded, renewed or refinanced Surviving Debt shall be subordinated to such Obligations to at least the same extent, (5) such Surviving Debt as so refunded, refinanced or renewed shall not contain any grant of collateral or rights to collateral or any covenants or defaults that are more restrictive, or subordination terms that are more narrow, in any material respect than the terms of the Surviving Debt being so extended, refunded, refinanced or renewed and (6) such Surviving Debt as so refunded, refinanced or renewed will not provide any put, redemption or prepayment right, or any amortization or maturity date, prior to the end of the Facilities Period, (E) unsecured Debt incurred in the ordinary course of business owed by for borrowed money or for the deferred purchase price of property or services, maturing after the Final Maturity Date of the Term D Facility, and aggregating, on a Consolidated basis, not more than $65,000,000 in aggregate principal amount at any Credit Party one time outstanding, (F) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (G) unsecured short-term Debt in an aggregate principal amount not to exceed $20,000,000, (H) Contingent Obligations of CBI or any of its Subsidiaries that are Subsidiary Guarantors guaranteeing all or any portion of the outstanding Obligations of any of the other Credit PartyLoan Parties other than in connection with the BRCOM Exchange; provided that (i) such Debt is subordinated to Obligations are not otherwise prohibited under the terms of the Loan Documents and such Contingent Obligations and is also are unsecured or (ii) in the case of such outstanding Contingent Obligations in respect of obligations of BRCOM or any of its Subsidiaries, such Contingent Obligations are permitted under Section 6.3;5.02(f)(xiii), (cI) Debt consisting of sureties or bonds debits and similar obligations provided to any Governmental Authority or other Person and assuring payment credits among the Subsidiaries of contingent liabilities of a Credit Party in connection with CBI arising under the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties;CBI Cash Management System, (dJ) Purchase Money Debt of one or Capital Leases more Foreign Subsidiaries arising in the ordinary course of business in an aggregate principal amount not to exceed $5,000,000 at any time; time outstanding; provided that all such Debt incurred pursuant to this subclause (eK) Hedging Arrangements shall be nonrecourse in all respects to the extent not prohibited under Section 6.15; (f) Debt in property and assets of the form of accounts payable to trade creditors for goods or services Loan Parties and current operating liabilities their Subsidiaries (other than for borrowed moneyone or more of the Foreign Subsidiaries), (K) Debt consisting of guaranties of the obligations of CBI under the Junior Notes and the Refinancing Notes, (L) Debt constituting Permitted Obligations, and (M) Debt that at the time created, incurred, assumed or otherwise arising constituted a Permitted BRCOM Transaction so long as at such time no BRCOM Event of Default specified under Section 7.03(b) shall have occurred with respect to BRCOM or any of its Subsidiaries (other than a proceeding in connection with a Prepackaged Plan or a sale agreement executed prior to commencement of such proceedings which agreement contemplates a sale of all or substantially all of the assets of BRCOM and its Subsidiaries pursuant to Section 363 of the Bankruptcy Code); and (iv) in each the case is of Wireless LLC, (A) Debt relating to the acquisition of the Spectrum Assets not more than 90 days past dueto exceed $60,000,000 in aggregate principal amount at any time outstanding, (B) Capitalized Leases, Debt secured by Liens permitted by Section 5.02 (a)(iv) or unsecured Debt, in each the case incurred of such unsecured Debt, maturing after the Final Maturity Date of the Term D Facility, in the ordinary course of businessbusiness for borrowed money or for the deferred purchase price of property or services, unless contested not to exceed $50,000,000 in good faith by appropriate proceedings and adequate reserves for aggregate principal amount at any time outstanding under this clause (B), provided that any Debt outstanding under this clause (B) of a type described in Section 5.02(b)(iii)(B), (C) or (E), as the case may be, will automatically reduce the amount of Debt of such items have been made in accordance with GAAP;type permitted to be outstanding at such time under such clause (B), (C) or (E), as applicable, (gC) Debt arising from of the endorsement type and subject to the restrictions set forth in Sections 5.02(b)(ii) and 5.02(b)(iii)(F) and (I), and (D) Debt (x) existing on May 1, 2002 and (y) refinancings of instruments for collection such Debt, in the ordinary course case of business;clause (y), subject to the restrictions set forth in Section 5.02(b)(iii)(D) except that no Surviving Debt to be refinanced pursuant to this clause (D) that is owed to CBI or to a Subsidiary of CBI may be refinanced with Debt owed to a Person other than a Subsidiary of CBI; provided that any Debt outstanding at any time under clause (x) of a type described in any clause of Section 5.02(b)(iii) will automatically reduce the amount of Debt of such type permitted to be outstanding at such time under such clause of Section 5.02(b)(iii), as applicable. (hv) in the case of BRCOM and its Subsidiaries, (A) Debt consisting under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) existing on the Effective Date not to exceed $75,000,000 in aggregate principal amount at any time outstanding, provided that any Debt outstanding under this clause (B) of liabilities a type described in Section 5.02(b)(iii)(B), will automatically reduce the amount of Debt of such type permitted to be outstanding at such time under Section 5.02(b)(iii)(B), (C) Capitalized Leases existing on the Effective Date not to exceed in the aggregate $125,000,000 at any time outstanding, and to the extent included in “Capitalized Leases” for purposes of GAAP, IRUs incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of provided that any Debt otherwise permitted outstanding under this Section 6.1; clause (j) Debt existing on the 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 refinancingC) of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred a type described 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 agreementsSection 5.02(b)(iii)(C), in each case, in the ordinary course of business; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) will automatically reduce the amount of such payment is not determinable by the parties to the purchase or (b) once the amount Debt of such payment has been finally fixed and determined by the parties type permitted to be outstanding at such purchase, such amount is paid when due; andtime under Section 5.02(b)(iii)(C), (nD) unsecured the Surviving Debt not otherwise permitted (other than Debt under Section 5.02(b)(v)(C) above), and any Debt extending the preceding provisions of this Section 6.1; provided thatmaturity of, the aggregate principal amount thereof shall not exceed $5,000,000 at or refunding, renewal or refinancing, in whole or in part, any time.Sur

Debt. No Credit Party shallCreate, nor shall it permit any of its Subsidiaries to, createincur, assume, incur, or suffer to existexist any recourse or nonrecourse Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Debt of the ObligationsBorrower created under this Agreement and under the other Loan Documents; (b) intercompany Debt incurred in for borrowed money existing on the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations date hereof and is also permitted under Section 6.3set forth on Schedule 4.12, but no increases thereof; (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, including with respect to plugging, facility removal and abandonment of its Oil and Gas PropertiesCapital Leases in an aggregate amount outstanding at any time not to exceed $250,000; (d) Purchase Money Debt or Capital Leases in an aggregate principal amount not owed by the Borrower to exceed $5,000,000 at any timeGuarantor; (e) Hedging Arrangements Debt incurred or created in connection with a Permitted Acquisition owing to seller of the extent not prohibited under Section 6.15assets so acquired but only if such Debt is Subordinated Debt; (f) Debt resulting from endorsement of negotiable instruments for collection in the form ordinary course of business; (g) Debt arising with respect to customary indemnification and purchase price adjustment obligations incurred in connection with Permitted Acquisitions; (h) Debt incurred in connection with interest rate protection agreements with the Lender with respect to the Loans; (i) 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 ordinary course of businessbusiness and paid within the required time, unless contested in good faith and by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority; (i) without duplication, guarantees of Debt otherwise permitted under this Section 6.1proceedings; (j) Purchase money Debt existing on for the Closing Date and set forth purchase of equipment which shall not exceed $100,000 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 aggregate per Fiscal Year of the date of such extension or refinancing;Borrower, on a non-cumulative basis; and (k) any extensions, renewals, refinancings or replacements of Debt representing deferred compensation described in (b), (c), (d), (e) and (j) above 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 extent that (i) the financing aggregate principal amount of insurance premiums or such Debt is not at any time increased and neither the maturity nor the average life of such Debt is shortened, (ii) customary take-or-pay obligations contained in supply agreementsif the Debt being refinanced is Subordinated Debt, in each case, in the ordinary course of business; (m) unsecured refinancing Debt consisting of any purchase price adjustments to which a seller may become entitled shall be subordinate to the extent same extent, and (iii) no material terms applicable to such payment is determined by a closing purchase price adjustment or such payment depends on Debt shall be less favorable to the positive performance Lender than the terms 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; and (n) 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 timebeing refinanced.

Debt. No Credit Party shallThe Company will not, nor shall it and will not permit any of its Restricted Subsidiaries to, create, incur, assume, incurguarantee, suffer to exist, exist or in any manner otherwise become liable, directly, indirectly, or contingently in remain liable with respect ofto, any Debt other than Indebtedness; provided, however that the foregoing restriction shall not apply to the following (collectively, the “Permitted Debt”):Indebtedness which is permitted: (ai) Indebtedness incurred under this Agreement and the Obligationsother Loan Documents; (bii) intercompany Refinancing Debt issued or incurred (including by means of the extension or renewal of existing Indebtedness) to refinance, refund, extend, defease, discharge, renew or replace Indebtedness incurred pursuant to Sections 5.02(b)(iii), 5.02(b)(v), 5.02(b)(vii) and 5.02(b)(xiv); (iii) Indebtedness outstanding on the Closing Date and, to the extent any such Indebtedness exceeds, individually, $10,000,000 set forth on Schedule 5.02(b); (iv) Indebtedness of the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary; (v) purchase money Indebtedness of the Company or any Restricted Subsidiary to finance the acquisition of any real or personal property, including Capital Leases, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided, however, that the aggregate outstanding principal amount of Indebtedness permitted by this clause (v) shall not exceed the greater of (x) $175,000,000 and (y) 3.0% of the consolidated total assets of the Company determined in accordance with GAAP at the time such Indebtedness is incurred; (vi) Indebtedness arising from agreements of the Company or any Restricted Subsidiary providing for indemnification, adjustment of purchase or acquisition price, earnouts, deferred purchase price or similar obligations with respect to any Permitted Acquisition or other acquisition permitted under ýýSection 5.02(e) or any Disposition permitted by ýýSection 5.02(f); (vii) Indebtedness of the Company or any Restricted Subsidiary assumed in connection with any Permitted Acquisition or other acquisition permitted hereunder so long as such Indebtedness is not incurred in contemplation of such Permitted Acquisition or other acquisition; (viii) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations (including, in each case, letters of credit or bank guarantees and similar instruments issued to provide such bonds, guaranties and similar obligations), in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3business; (cix) Debt Indebtedness consisting of sureties (x) the financing of insurance premiums or bonds and similar (y) take or pay obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party contained 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 Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 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 duesupply arrangements, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (gx) Debt Indebtedness arising from a guarantee of any Indebtedness otherwise permitted hereunder to the endorsement extent the Person providing such guarantee is not prohibited from directly incurring such Indebtedness; provided that if the Indebtedness being guaranteed is subordinated to the Secured Obligations, such guarantee shall be subordinated to the guarantee of instruments the Secured Obligations on reasonably equivalent terms; (xi) other unsecured Indebtedness of the Company or any Guarantor so long as after giving effect to such Indebtedness and the use of proceeds thereof, the Consolidated Total Net Leverage Ratio (calculated on a pro forma basis) as of the last day of the most recent fiscal quarter of the Company for collection which financial statements have been delivered pursuant to Section 5.01(b) is not greater than 5.00:1.00; (xii) any other Indebtedness or contingent obligations set forth or described in the Form 10 as being outstanding after giving effect to the Spin Transaction; (xiii) Indebtedness in respect of netting services, overdraft protections deposit and checking accounts, in each case incurred in the ordinary course of business; (hxiv) Debt consisting other Indebtedness in an aggregate principal amount not to exceed the greater of liabilities (x) $250,000,000 at any time outstanding or (y) 5.0% of consolidated total assets of the Company determined in accordance with GAAP at the time of the incurrence thereof; (xv) Indebtedness of Restricted Subsidiaries that are Foreign Subsidiaries (x) incurred to provide consideration for, or to provide all or any portion of the funds or credit support utilized to consummate, a Permitted Acquisition or other acquisition permitted hereunder or (y) incurred in an aggregate principal amount outstanding at any one time not to exceed $50,000,000 (measured at the time of incurrence); (xvi) secured or unsecured Indebtedness for borrowed money of the Company or any Guarantor; provided that, if secured, such Indebtedness may not be incurred following a Lien Release Event and prior to any subsequent Ratings Trigger Event and may be secured only on a pari passu or junior basis to the Liens on the Collateral securing the Secured Obligations; provided, further, that, at the time of any such incurrence of Indebtedness, after giving effect thereto, the Consolidated Secured Net Leverage Ratio as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(b) (calculated on a pro forma basis) is not greater than 3.75:1.00 (or, following a Lien Release Event, but prior to any subsequent Ratings Trigger Event, the Consolidated Total Net Leverage Ratio as of such day is not greater than 3.75:1.00); (xvii) to the extent constituting Indebtedness, obligations arising under the Acquisition Agreement; (xviii) Called or Defeased Debt; (xix) Indebtedness incurred by the Company or any Restricted Subsidiary in respect of letters of credit, bank guarantees or similar instruments issued or incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authorityor consistent with industry practice in an aggregate principal amount not to exceed $100,000,000 at any time; (ixx) without duplicationto the extent constituting Indebtedness, guarantees of Debt otherwise permitted obligations under this Section 6.1cash pooling and notional pooling arrangements; (jxxi) Debt existing on the Closing Date and set forth Indebtedness 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) respect of such Debt as of the date of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred Hedge Agreements entered into in the ordinary course of business in an aggregate amount and 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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 duefor speculative purposes; and (nxxii) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided thatall premiums (if any), the aggregate principal amount thereof shall not exceed $5,000,000 at any timeinterest, fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xxi) above.

Debt. No Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assumeCreate, incur, assume or suffer to existexist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (ai) Debt under the ObligationsLoan Documents; (b) intercompany Debt incurred in the ordinary course of business owed 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; (cii) 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 under 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 Debt or Capital Leases First Lien Loan Documents in an aggregate principal amount not to exceed $5,000,000 at any time1,500,000,000; (eiii) Hedging Arrangements Debt incurred solely to finance Permitted Developments not to exceed in the aggregate, when taken together with any equity proceeds referred to in Section 5.02(f)(viii)(A), $140,000,000; (iv) Debt secured by Liens permitted by Section 5.02(a)(v) not to exceed in the aggregate $30,000,000 at any time outstanding; (v) to the extent constituting Debt, (A) payment obligations under Secured Hedge Agreements and (B) obligations under the Borrower’s fuel oil inventory financing program relating to (x) Mystic I not prohibited under Section 6.15to exceed in the aggregate at any time 750,000 bbls and (y) Fore River not to exceed in the aggregate at any time 700,000 bbls; (fvi) to the extent permitted under Section 5.02(l) and constituting Debt, obligations under any (A) Permitted Commodity Hedge and Power Sale Agreements and (B) other Commodity Hedge and Power Sale Agreements with net exposure thereunder not to exceed in the aggregate at any time $110,000,000; (vii) Debt owed to any Loan Party, which Debt shall (x) constitute Pledged Debt, (y) be subordinated pursuant to the Terms of Subordination and (z) be otherwise permitted under Section 5.02(f); (viii) Capitalized Leases not to exceed in the form of accounts payable to trade creditors aggregate $25,000,000 for goods or services Fore River, $45,000,000 for Mystic Development and current operating liabilities (other than $20,000,000 for borrowed money) which in each case is not more than 90 days past dueMystic I, in each case incurred in the ordinary course of businesscase, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAPat any time outstanding; (gix) to the extent constituting Debt, Debt arising from the endorsement in respect of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees, indemnification obligations, obligations to pay insurance premiums, take or pay obligations and similar obligations incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authorityand not in connection with Debt for Borrowed Money; (ix) without duplication, guarantees other unsecured Debt of the Loan Parties issued in settlement of delinquent obligation of the Loan Parties or disputes between the Loan Parties and other Persons under Contractual Obligations of the Loan Parties (other than in respect of Debt); (xi) Guaranteed Debt of any Loan Party in respect of any Debt otherwise permitted to be incurred under this Section 6.15.02(b); (jxii) Debt existing on the 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) endorsements of such Debt as of the date of such extension or refinancingnegotiable instruments for collection; (kxiii) (without duplication) Surviving Debt; and (xiv) other unsecured Debt representing deferred compensation to employees of the Credit Loan 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 seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or 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; and (n) 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 55,000,000 at any timetime outstanding.