Common use of Debt Clause in Contracts

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the other Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000; (i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Euro.

Debt. Not, and not permit any other No Loan Party will, nor will it permit its Subsidiaries to, create, incur, assume or suffer to exist any Debt, Debt except: (a) Obligations under Debt pursuant to this Agreement and the other Loan DocumentsAgreement; (b) Investments permitted under Section 7.10 that would constitute Debt; (c) reserved; (d) Debt in the form of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not be past due; (e) Debt of (i) a Loan Party owing to another Loan Party, (ii) a Loan Party owing to a Subsidiary that is not a Loan Party, so long as such Debt is evidenced by an intercompany note and subject to subordination terms acceptable to the Administrative Agent, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (iii) any Subsidiary that is not a Loan Party owing to any other Subsidiary that is not a Loan Party and (iv) to the extent permitted by Section 7.10, any Subsidiary that is not a Loan Party owing to a Loan Party; (f) all obligations of such Person arising under letters of credit (including standby and commercial); (g) Debt of any Person that becomes a Subsidiary after the date hereof, incurred prior to the time such Person becomes a Subsidiary, that is not created in contemplation of or in connection with such Person becoming a Subsidiary and that is not assumed or Guaranteed by any other Subsidiary; and Debt secured by Liens permitted a Lien on property acquired by Section 7.2(da Subsidiary, incurred prior to the acquisition thereof by such Subsidiary, that is not created in contemplation of or in connection with such acquisition and that is not assumed or Guaranteed by any other Subsidiary; and Debt refinancing (but not increasing the principal amount thereof, except by an amount equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in connection with such refinancing) the Indebtedness described in this clause (g), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt referred to in this clause (g) at any one time outstanding shall not exceed $1,000,000; (i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.515,000,000; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds incurred in the ordinary course of business, provided that such connection with Capital Leases and purchase money Debt is extinguished within two (2) Business Days of notice in an aggregate outstanding principal amount not to Administrative Borrower or the relevant Subsidiary of its incurrenceexceed $25,000,000 at any time; (i) purchase price adjustments all Guarantees otherwise permitted by this Agreement; (j) other Debt in respect an aggregate outstanding principal amount that, when added to the aggregate principal amount of working capital Debt outstanding under this clause (j), does not exceed 15% of Consolidated Net Tangible Assets; and (i) prior to the Borrower obtaining either (A) a BBB- rating or higher from S&P or (B) a Baa3 rating or higher from Xxxxx’x, an unlimited amount of unsecured Debt incurred by any Borrower or any of its Subsidiaries in connection with any Permitted AcquisitionLoan Party, so long as the aggregate obligations in respect Consolidated Leverage Ratio, on a pro forma basis after giving effect to the incurrence of such purchase price adjustments would Debt, does not result in exceed 3.50 to 1.00; and (ii) after the Borrower obtains either (x) a breach BBB- rating or higher from S&P or (y) a Baa3 rating or higher from Xxxxx’x, an unlimited amount of the limitations set forth in Section 7.11; (j) unsecured Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted AcquisitionsLoan Party, so long as (i) the amount Borrower shall be in compliance, on a pro forma basis, with the Consolidated Leverage Ratio after giving effect to the incurrence of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 EuroDebt.

Debt. Not, and not permit Neither any other Loan Party to, create, incur, assume Obligor nor any Subsidiary shall incur or suffer to exist maintain any Debt, except:other than, without duplication, the following (Debt permitted under this Section 7.13 is hereafter referred to as “Permitted Debt”): (a) Obligations under this Agreement and the other Loan DocumentsObligations; (b) Debt described on Schedule 6.9; (c) Capital Leases of Equipment and purchase money secured Debt incurred to purchase or refinance the purchase of Equipment, provided that (i) Liens securing the same attach only to the Equipment acquired by Liens permitted the incurrence of such Debt and other Equipment the financing of which was provided by Section 7.2(d)the same vendor, and extensions, renewals and refinancings thereof; provided that (ii) the aggregate amount of all such Debt at any time (including Capital Leases) outstanding shall not exceed $1,000,000; (i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 10,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations)time; (d) Hedging Obligations any Refinancing by an Obligor or any Subsidiary of Debt incurred in accordance with clause (b) above; provided that (i) the principal amount of such Refinanced Debt is not increased, (ii) the Liens, if any, securing such Refinanced Debt do not attach to satisfy Borrowers’ obligations under Section 6.9 any assets in addition to those assets, if any, securing the Debt to be refinanced, (iii) no Person that is not an obligor or guarantor of such Debt shall become an obligor or guarantor of such Refinanced Debt; and other Hedging Obligations provided by a Lender (iv) the terms of such refunding, renewal or an Affiliate thereof for bona fide hedging purposes and not for speculationextension are no less favorable to the Obligors, the Agent or the Lenders than the original Debt; (e) intercompany Debt described on Schedule 7.1 as among the Borrowers and their Subsidiaries to the extent the Investment represented thereby is permitted under Section 7.10 and such Debt is subordinated to the repayment of the Closing Date, and any extension, renewal or refinancing thereof so long as Obligations at least to the principal amount thereof is not increasedextent set forth in Section 13.5; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with a Permitted Acquisition, to the financing extent permitted under the definition of insurance premiums Permitted Acquisition that consists of (i) Debt existing prior to the consummation of the Permitted Acquisition (and not incurred in contemplation thereof) that is permitted to be assumed by the ordinary course Obligors pursuant to clause (c) above, and (ii) Debt acceptable to the Agent that is incurred in favor of business;the seller in such Permitted Acquisition as a portion of the purchase price for such Permitted Acquisition, including all Debt under non-compete arrangements entered into in connection with such Permitted Acquisition that is acceptable to the Agent; and (kg) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary other Debt, that is permitted under this Section 7.1; and guaranties not secured by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed aboveLien, in an aggregate amount outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant not to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Euro5,000,000.

Debt. NotThe Borrower shall not, and not nor shall it permit any other Loan Party of its Subsidiaries to, create, assume, incur, assume or suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) the Secured Obligations under this Agreement and the other Loan DocumentsDebt outstanding under the Bilateral Agreement; (b) intercompany Debt secured incurred in the ordinary course of business owed by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereofany Credit Party to any other Credit Party; provided that the aggregate amount of all that, if applicable, such Debt at any time outstanding shall not exceed $1,000,000as an investment is also permitted in Section 6.3; (ic) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause form of accounts payable to trade creditors for goods or services and current operating liabilities (iiother than for borrowed money) shall be evidenced by noteswhich in each case are not more than 90 days past due, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations in each case incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrenceas presently conducted, unless contested in good faith and by appropriate proceedings; (d) purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $1,000,000 at any time; provided neither the Borrower nor any Subsidiary of the Borrower may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; (e) Debt secured by Liens of the type described in Section 6.2(f); (f) Debt existing on the Effective Date and set forth in Schedule 6.1; provided that, (i) purchase price adjustments the Borrower shall not amend the maturity date thereof to a date that is at or earlier than the scheduled Maturity Date, (ii) the Borrower shall not make any prepayments thereof other than as expressly provided by the terms thereof existing on the date hereof, and (ii) the amount of such Debt may not be increased other than as a result of fees and expenses reasonably incurred in connection with any refinancing, refunding, renewal, or extension thereof; (g) Debt represented by the Convertible Senior Notes pursuant to the Indenture and the subsidiary guarantees thereof pursuant to the Indenture; provided that (i) all of such Debt shall have been issued under the initial issuance thereof or under the over-allotment option exercised by the underwriters thereof, (ii) immediately before and immediately after giving effect to the issuance of such Debt, no Default or Event of Default shall have occurred or be continuing, and (iii) such Debt shall not have (A) any affirmative or negative covenant (including financial covenants) that is more restrictive than those set forth in this Agreement, provided that the inclusion of any covenant that is customary with respect to such type of working capital by Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (h), (B) any restriction on the ability of the Borrower or any of its Subsidiaries in connection with to enter into or amend, modify, restate or otherwise supplement this Agreement or the other Credit Documents, (C) any Permitted Acquisitioncollateral or other security for such Indebtedness, so long as (D) any restrictions on the aggregate obligations in respect ability of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt Borrower to guarantee the Secured Obligations, (E) any restrictions on the ability of any Borrower, in each case so long Subsidiary or the Borrower to pledge assets as such Debt is permitted under this Section 7.1; collateral security for the Secured Obligations or (lF) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt a scheduled maturity date that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4earlier than June 30, 2011; and (oh) obligations Debt not otherwise permitted under the terms of one or more Loan Parties this Section 6.1 in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Euronot to exceed $5,000,000.

Debt. NotHoldings and the Borrower shall not, and shall not permit any other Loan Party of its Restricted Subsidiaries to, create, incur, assume incur or suffer to exist maintain any Debt, except:other than the following Debt (collectively, “Permitted Debt”): (a) Obligations Debt of Holdings and any of its Restricted Subsidiaries under this Agreement and the other Loan Documents; (b) (i) Debt described on Schedule 8.12 (it being understood and agreed that any such Debt that is repaid shall not be reborrowed) and any Refinancing Debt thereof and (ii) any intercompany Debt outstanding on the Closing Date; (i) Capital Leases and purchase money Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any Equipment (as defined in Article 9 of the UCC) held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise) and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that, at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of Holdings and its Restricted Subsidiaries , shall not, when taken together with the aggregate principal amount of Debt permitted under this Section 8.12, that is secured by Liens permitted by incurred under clause (pp) of the definition of “Permitted Liens,” exceed the greater of (A) $20,000,00075,000,000 and (B) 3.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 7.2(d6.2 Financials most recently delivered on or prior to such date of incurrence); (d) Debt of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or any Restricted Subsidiary that is not an Obligor, and extensions, renewals and refinancings thereof(B) any Restricted Subsidiary that is not an Obligor owing to another Obligor; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000; (i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate incurred under this clause (iid)(B) is permitted to be incurred as an Investment pursuant to Section 8.11 or (C) any Obligor that is owing to Holdings or any Restricted Subsidiary that is not an Obligor; provided that the Debt incurred under this clause (d)(C) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant subject to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculationSubordinated Intercompany Note; (e) Debt described on Schedule 7.1 as incurred under Hedge Agreements, provided that such Hedge Agreements are entered into by a Borrower or Restricted Subsidiary of Holdings in the Closing Date, ordinary course of business and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increasedfor speculative purposes; (f) Guaranties by Holdings and its Restricted Subsidiaries in respect of Debt of the Second Lien Obligations in accordance with the Second Lien Intercreditor Borrower or any of its Restricted Subsidiary otherwise permitted under this Agreement; providedprovided that (i) if the Debt being guaranteed is Subordinated Debt, that such Guaranties shall be subordinated in right of payment to the aggregate principal amount thereof shall not exceed Guaranty of the “Maximum Second Lien Principal Amount” (Obligations on terms at least as such term is defined favorable to the Lenders as those contained in the Second Lien Intercreditor Agreement)subordination of such Subordinated Debt, (ii) if the Debt being guaranteed by any Obligor is Debt of a Restricted Subsidiary that is not an Obligor, such Guaranty must be permitted to be incurred as an Investment pursuant to Section 8.11 and (iii) no Guaranty by any Restricted Subsidiary of any Debt of an Obligor shall be permitted unless such Restricted Subsidiary shall have also provided a Guaranty of the Obligations; (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (hi) 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, funds; provided that such Debt is extinguished within two (2) five Business Days of notice to Administrative Borrower its incurrence and (ii) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums rented in the ordinary course of business; (kh) guaranties by Holdings of any Debt of any Borrower or Obligor owing to any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the other Obligor; (i) Debt of any Wholly-Owned Domestic Obligor or Restricted Subsidiary in respect of (i) performance bonds, completion guarantees, surety bonds, appeal bonds, bid bonds, other similar bonds, instruments or guaranties by any Subsidiary of the Debt of any Borrowerobligations, in each case provided in the ordinary course of business (including to secure workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations), but excluding any of the foregoing issued in respect of or to secure Debt for Borrowed Money; (ii) Debt owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty, liability, or other insurance to any Obligor or any of its Restricted Subsidiaries, so long as the amount of such Debt is permitted not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Debt is incurred and such Debt is outstanding only during such year, (iii) Cash Management Obligations and other Debt in respect of netting services, ACH arrangements, overdraft protection and other arrangements arising under standard business terms of any bank at which any Obligor or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or in connection with Deposit Accounts incurred in the ordinary course or (iv) Debt consisting of accommodation Guaranties for the benefit of trade creditors of any Obligor or any Subsidiary issued by such Obligor or Subsidiary in the ordinary course of business; (j) Debt incurred under this clause (j) and then outstanding in an aggregate principal amount, measured at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, not to exceed the greater of (x) $30,000,000 and (y) 4.5% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 7.16.2 Financials most recently delivered on or prior to such date of incurrence); (k) Debt (x) representing deferred compensation, severance and health and welfare retirement benefits to current and former employees, directors, consultants, partners, members, contract providers, independent contractors or other service providers of Holdings (or any Parent Entity thereof), the Borrower and the Restricted Subsidiaries incurred in the ordinary course of business, (y) consisting of indemnities or similar obligations created, incurred or assumed in connection with Permitted Acquisitions, other Investments and the Disposition of any business, assets or Stock permitted hereunder, other than Guaranties incurred by any Person acquiring all or any portion of such business, assets or Stock for the purpose of financing such acquisition or (z) consisting of earnout obligations incurred in connection with any Permitted Acquisition or any other acquisition constituting a Permitted Investment permitted hereunder not to exceed in the aggregate outstanding at any time $20,000,000; provided that the holder of such earnout obligations shall have agreed to restrictions to be determined by the Agent and the Required Lenders and such earnout obligations are subordinated to the Obligations on terms and pursuant to documentation reasonably acceptable to the Agent and the Required Lenders; (l) Debt consisting of (x) obligations of Holdings (or any Parent Entity thereof), the Borrower or the Restricted Subsidiaries under deferred compensation arrangements to their employees, directors, partners, members, consultants, independent contractors or other unsecured Debtservice providers, (y) other similar arrangements incurred by such Persons in addition to the Debt listed above, in an aggregate outstanding amount not at connection with Permitted Acquisitions (or other acquisitions constituting Permitted Investments) or (z) any time exceeding $2,000,000other Investment permitted under Section8.11; (m) Debt consisting of unsecured earn-out obligations incurred pursuant promissory notes issued by the Restricted Subsidiaries to their current or former officers, directors, partners, members, and employees and their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes to finance the consummation retirement, acquisition, repurchase, purchase or redemption of Permitted Acquisitions, so long as Stock of Holdings (i) the amount of such Debt that is reflected on the balance sheet or Stock of any Loan Party as a liability Parent Entity or the Borrower) in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Yeareach case permitted by Section 8.10; (n) Equity Cure Securities comprised Debt consisting of (i) the financing of insurance premiums or (ii) take or pay obligations entered into in the ordinary course of business; (o) Debt incurred pursuant to the First Financial Loan Documents, in an aggregate principal amount not to exceed $30,000,000 and any Refinancing Debt related thereto; (p) Debt of any Restricted Subsidiary that is not an Obligor incurred under this clause (p); provided that (i) such Debt is not guaranteed by any Obligor, (ii) the holder of such Debt does not have, directly or indirectly, any recourse to any Obligor, whether by reason of representations or warranties, agreement of the parties, operation of law or otherwise, (iii) such Debt is not secured by any assets other than assets of such Restricted Subsidiary and its Subsidiaries and (iv) the aggregate amount of Debt incurred under this clause (p) shall not exceed the greater of (x) $10,000,000 and (y) 1.5% of Consolidated Total Assets (measured as of the type described date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (q) ABL Facility Indebtedness in Section 7.14.4an aggregate principal amount not to exceed the amount permitted under the ABL Intercreditor Agreement and any Refinancing Debt thereof not prohibited by the terms of the ABL Intercreditor Agreement; (r) Guaranties incurred in the ordinary course of business (and not in respect of Debt for borrowed money) in respect of obligations to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners; (i) unsecured Debt in respect of obligations of Holdings or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money and (ii) unsecured Debt in respect of intercompany obligations of Holdings or any Restricted Subsidiary in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and not in connection with the borrowing of money; (t) the IO-TEQ Debt in an aggregate amount not to exceed $413,080.00; (u) solely to the extent that the Permitted Sale Leaseback Transaction has occurred, Attributable Indebtedness incurred in connection with the Permitted Sale Leaseback Transaction; (v) solely to the extent that the Permitted Sale Leaseback Transaction has not occurred, purchase money Debt incurred to finance (or refinance) the acquisition of the Specified FTS Real Property in an aggregate principal amount not to exceed $50,000,000 (not including any reasonable and document out-of-pocket fees, costs and expenses incurred or assessed in connection with such Debt); (w) Debt evidenced by the Back-Stop Note, the Closing Date Note and the Equify Bridge Note, in each case, in an aggregate principal amount not to exceed the outstanding principal amount thereof on the Closing Date (such capped amount not including interest paid in kind in respect thereof at the rate per annum in effect thereunder on the Closing Date); and (ox) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (w) above. For purposes of determining compliance with this Section 8.12, in the event that an item of Debt meets the criteria of more than one of the types of Debt described in the above clauses, the Borrower, in its sole discretion, may classify (but not reclassify) such item of Debt (or any portion thereof) and will only be required to include the amount and type of such Debt in one or, if it satisfies the criteria for more than one clause above, can be allocated among one or more Loan Parties of the above clauses. The accrual of interest, the accretion of accreted value and the payment of interest in respect the form of additional Debt shall not be deemed to bank guarantees issued be an incurrence of Debt for purposes of this Section 8.12. Notwithstanding anything herein to the contrary, neither Equify Financial LLC (nor any of its Affiliates) shall loan or otherwise provide any Debt or any commitment to provide Debt to any Obligor or any other Subsidiary of Holdings (other than (i) Back-Stop Note, the Closing Date Note and the Equify Bridge Note and, (ii) purchase money equipment financing to be provided by Commerzbank up Equify Financial LLC to an aggregate amount Flotek, BPC and their respective Subsidiaries for so long as such Persons (x) are not Subsidiaries of 500,000 EuroHoldings or (y) are Specified Unrestricted Subsidiaries), and (iii) the purchase money equipment financing provided by Equify Financial LLC to U.S. Well Services, Inc. and/or its Subsidiaries.

Debt. Not, and not permit any other No Loan Party will, nor will it permit its Subsidiaries to, create, incur, assume or suffer to exist any Debt, Debt except: (a) Obligations under Debt pursuant to this Agreement and the other Loan DocumentsAgreement; (b) Debt secured by Liens Investments permitted by under Section 7.2(d), and extensions, renewals and refinancings thereof; provided 7.10 that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000would constitute Debt; (ic) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate outstanding principal amount which, together with the aggregate amount of equity contributions not to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt incurred in excess connection with Capital Leases existing as of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, Closing Date and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations)set forth on Schedule 7.09; (d) Hedging Obligations incurred Debt in the form of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and the extent that payment therefor shall not for speculationbe past due; (e) Debt described on Schedule 7.1 as of the Closing Date(i) a Loan Party owing to another Loan Party, and any extension(ii) a Loan Party owing to a Subsidiary that is not a Loan Party, renewal or refinancing thereof so long as such Debt is evidenced by an intercompany note and subject to subordination terms acceptable to the principal amount thereof Administrative Agent, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, and (iii) to the extent permitted by Section 7.10, any Subsidiary that is not increaseda Loan Party owing to a Loan Party; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreementall obligations of such Person arising under letters of credit (including standby and commercial); provided, that that, prior to the aggregate principal amount thereof shall not exceed Guarantee Release Date, such Debt may only be incurred by the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement)Loan Parties; (g) Contingent Obligations arising with respect Debt of any Person that becomes a Subsidiary after the Closing Date, incurred prior to customary indemnification obligations the time such Person becomes a Subsidiary, that is not created in favor contemplation of purchasers or in connection with dispositions permitted such Person becoming a Subsidiary and that is not assumed or Guaranteed by any other Subsidiary; and Debt secured by a Lien on property acquired by a Subsidiary, incurred prior to the acquisition thereof by such Subsidiary, that is not created in contemplation of or in connection with such acquisition and that is not assumed or Guaranteed by any other Subsidiary; and Debt refinancing (but not increasing the principal amount thereof, except by an amount equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in connection with such refinancing) the Debt described in this clause (g); provided that (i) prior to the Guarantee Release Date, (A) the Parent shall be in compliance, on a pro forma basis, with the Consolidated Leverage Ratio after giving effect to the incurrence of such Debt and any Debt then being incurred under Section 7.57.09(j) and (B) such Subsidiary becomes a Loan Party within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) after the acquisition of such Subsidiary or such property and (ii) on and after the Guarantee Release Date, such Debt, when aggregated with all Debt then outstanding or then being incurred under Section 7.09(k), does not exceed 15% of Consolidated Net Tangible Assets after giving effect to such Debt (measured as of the date of incurrence using the financial statements most recently delivered pursuant to Section 6.01(a) or (b)); (h) Debt arising from incurred in connection with Capital Leases and purchase money Debt in an aggregate outstanding principal amount not to exceed $25,000,000 at any time; provided, that, prior to the honoring by a bank or other financial institution of a checkGuarantee Release Date, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or may only be incurred by the relevant Subsidiary of its incurrenceLoan Parties; (i) purchase price adjustments in respect all Guarantees otherwise permitted by this Agreement, including Guarantees of working capital Debt permitted to be incurred under this Section; provided, that, prior to the Guarantee Release Date, such Guarantees may only be incurred by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11Loan Parties; (j) other Debt incurred by the Loan Parties; provided that after giving effect to the incurrence of such Debt and the aggregate principal amount of Debt then being incurred under Section 7.09(g)(i), the Parent shall be in connection compliance, on a pro forma basis, with the financing of insurance premiums in the ordinary course of business;Consolidated Leverage Ratio; and (k) guaranties on and after the Guarantee Release Date, other Debt incurred by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1Subsidiaries that are not Loan Parties; and guaranties by any Borrower of provided that the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the principal amount of such Debt, when aggregated with all Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP then outstanding or then being incurred under Section 7.09(g), does not exceed $10,000,000 in 15% of Consolidated Net Tangible Assets after giving effect to the aggregate for all Loan Parties at any time outstanding and (ii) incurrence of such Debt does not result in payment obligations (measured as of the Loan Parties that exceed $3,000,000 in date of incurrence using the aggregate in any Fiscal Year; financial statements most recently delivered pursuant to Section 6.01(a) or (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Eurob)).

Debt. NotNo Credit Party shall, and not nor shall it permit any other Loan Party of its Subsidiaries to, create, assume, incur, assume or suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) Obligations under this Agreement and the other Loan DocumentsObligations; (b) unsecured intercompany Debt secured incurred in the ordinary course of business owed by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000Credit Party to any other Credit Party; (ic) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause form of accounts payable to trade creditors for goods or services and current operating liabilities (iiother than for borrowed money) shall be evidenced by noteswhich in each case are not more than 90 days past due, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations in each case incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that as presently conducted, unless contested in good faith by appropriate proceedings and adequate reserves for such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrenceitems have been made in accordance with GAAP; (id) purchase price adjustments in respect of working capital by money indebtedness or Capital Leases incurred prior to the Petition Date and any Borrower Debt issued to refinance, refund, extend, renew or any of its Subsidiaries in connection with any Permitted Acquisition, replace such Debt (“Refinancing Indebtedness”) so long as the aggregate obligations in respect principal amount of such purchase price adjustments would Refinancing Indebtedness is not result greater than the outstanding principal amount of such existing Debt plus the amount of any premiums or penalties and accrued and unpaid interest thereof and reasonable fees and expenses in a breach of the limitations set forth in Section 7.11connection therewith; (je) Hedging Arrangements permitted under Section 6.15; (f) Debt incurred in connection with arising from the financing endorsement of insurance premiums instruments for collection in the ordinary course of business; (kg) guaranties by Holdings the Senior Notes; (h) Debt in respect of any the DIP Term Loan Facility; (i) Debt under performance, stay, appeal and surety bonds or with respect to workers’ compensation or other like employee benefit claims, in each case incurred in the ordinary course of business; (j) guarantees of Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is Credit Party permitted under this Section 7.16.1; (k) 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 of Sand Reserves; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1;and (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected existing on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding Petition Date and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Euroset forth on Schedule 6.1.

Debt. Not, and not permit Neither the Borrower nor any other Loan Party toRestricted Subsidiary will incur, create, incur, assume or suffer to exist any Debt, except: (a) Obligations the Notes or other Indebtedness arising under this Agreement the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements, including one or more guarantees of the PLX Senior Subordinated Notes and the other Loan Documents;obligations of PLX under the PLX Senior Subordinated Indentures; provided that such obligations are extinguished on or prior to the date set forth in Section 8.04. (bc) purchase money Debt and Debt under Capital Leases not to exceed $15,000,000 in the aggregate. (d) Debt associated with workers' compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (e) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (f) Debt secured by Liens permitted by Section 7.2(d9.03(d) and Section 9.03(e), and extensions, renewals and refinancings thereof; provided that the aggregate principal amount of all such Debt at any time outstanding shall not exceed $1,000,000; (i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), which does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and at any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement);one time. (g) Contingent Obligations arising with respect to customary indemnification obligations in favor endorsements of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds negotiable instruments for collection in the ordinary course of business. (h) Debt under the 2002 Senior Subordinated Notes and any guarantees thereof by the Guarantors, provided that such Debt is extinguished within two (2) Business Days the principal amount of notice to Administrative Borrower or which does not exceed $200,000,000 in the relevant Subsidiary of its incurrence;aggregate. (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would other Debt not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any one time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Eurooutstanding.

Debt. NotThe Company shall not, and not nor shall it permit any other Loan Party Subsidiary to, create, assume, incur, assume or suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) Obligations Debt of the Credit Parties under this Agreement and the other Loan Credit Documents; (b) intercompany Debt secured incurred in the ordinary course of business owed by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereofa Credit Party to another Credit Party; provided that the aggregate amount of all that, if applicable, such Debt at any time outstanding shall not exceed $1,000,000as an investment is also permitted in Section 6.3; (ic) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause form of accounts payable to trade creditors for goods or services and current operating liabilities (iiother than for borrowed money) shall be evidenced by noteswhich in each case are not more than 90 days past due, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations in each case incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrenceas presently conducted, unless contested in good faith and by appropriate proceedings; (id) purchase price adjustments money indebtedness or Capital Leases in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the an aggregate obligations in respect of such purchase price adjustments would principal amount not result in a breach to exceed 10% of the limitations set forth Company’s consolidated Net Worth at any time; provided neither Borrower nor any Subsidiary may enter into additional indebtedness of the type described in Section 7.11this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; (je) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties secured by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt Liens of the type described in Section 7.14.46.2(f); (f) Permitted Subordinated Debt; (g) Debt existing on the Effective Date and set forth in Schedule 6.1; and (oh) obligations of one or more Loan Parties Debt for borrowed money incurred after the Effective Date and not otherwise covered under this Section 6.1 in respect to bank guarantees issued by Commerzbank up to an aggregate amount not to exceed $300,000,000; provided that (i) such Debt is unsecured, (ii) the scheduled maturity of 500,000 Eurosuch Debt is at least six months past the scheduled Term B Maturity Date and no amortization payments are required thereunder other than at the scheduled maturity thereof, (iii) the covenants under credit facility for such Debt are not more restrictive than the covenants under the Facilities as reasonably determined by the US Administrative Agent which determination will not be unreasonably withheld or delayed, and (iv) the Company and its Subsidiaries are in compliance with the covenants set forth in this Agreement, both before and after giving effect to each incurrence of such Debt.

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the other Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed Five Million Dollars ($1,000,0005,000,000.00); (ic) Debt of any Borrower the Company to any domestic Wholly-Owned Domestic Subsidiary or Debt of any domestic Wholly-Owned Domestic Subsidiary to any Borrower the Company or another domestic Wholly-Owned Domestic Subsidiary of any BorrowerSubsidiary; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the ObligationsAdministrative Agent, and the obligations under such demand note shall be subordinated to the Obligations of the Company hereunder in a manner reasonably satisfactory to the Administrative Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the Second Lien Intercreditor Agreement; provided, that proceeds of the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreementinitial Loans hereunder); (g) Contingent Obligations Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Acquisitions permitted under Section 11.4 and purchasers in connection with dispositions Asset Disposition permitted under Section 7.511.4; (h) Debt arising from the honoring by a bank assumed 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 two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries issued in connection with any Permitted AcquisitionAcquisitions permitted under Section 11.4, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower would not cause a violation of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an maximum aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described debt covenant set forth in Section 7.14.411.4(c)(iii)(C); and (oi) obligations indebtedness for borrowed money in an aggregate principal amount not to exceed One Hundred Million ($100,000,000.00); provided that (a) immediately before and immediately after giving effect thereto on a Pro Forma Basis, there shall exist no Event of one Default or more Loan Parties Unmatured Event of Default, (b) immediately before and immediately after giving effect thereto on a Pro Forma Basis, the Company shall be in compliance with the financial covenants set for in Section 11.12, (c) the covenants, defaults or events of default with respect to bank guarantees issued by Commerzbank up such indebtedness shall not be more restrictive as to any Loan Party than the covenants, defaults, Unmatured Events of Default and Events of Default hereunder and (d) if secured, the Company, the Administrative Agent (on behalf of itself and the Lenders) and the lenders with respect to such Debt shall have entered into an aggregate amount of 500,000 Eurointercreditor agreement or similar document regarding the Liens securing such Debt, which shall be in form and substance reasonably satisfactory to the Administrative Agent.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (ai) Obligations in the case of the Borrower,/2/ (A) Debt in respect of Hedge Agreements permitted under this Agreement and the other Loan DocumentsSection 5.02(m) hereof; (bB) Debt owed to a Subsidiary Guarantor, which Debt (x) shall constitute Pledged Debt, (y) shall be subordinated to the Facilities and on terms acceptable ---------- /1/ Liens in respect of Xxxxxxx County mini-mill and Reverse Repurchase Agreement will be included on existing lien schedule (Schedule 4.01(v)). /2/ Debt in respect of Senior Notes, Xxxxxxx County mini-mill, the Convertible Notes and the Repurchase Agreement will be included on the Surviving Debt Schedule. to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall be pledged as security for the 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; (C) so long as no Event of Default has occurred and is continuing, or would result therefrom, other unsecured Debt; provided that before and after giving effect to such Debt, the Borrower is in pro forma compliance with the covenants in Section 5.04, calculated based on the financial statements most recently delivered pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby; (ii) in the case of any Subsidiary of the Borrower, (A) Debt owed to the Borrower or to a Subsidiary Guarantor, provided that, in each case, such Debt (x) shall constitute Pledged Debt, (y) shall be subordinated to the Facilities and on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall be pledged as security for the Obligations 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 (B) so long as no Event of Default has occurred and is continuing or would result therefrom, other unsecured Debt in an aggregate principal amount not to exceed $10 million at any one time outstanding; (iii) in the case of the Borrower and its Subsidiaries, (A) Debt under the Loan Documents, (B) so long as no Event of Default has occurred and is continuing, or would result therefrom, Debt secured by Liens permitted by Section 7.2(d5.02(a)(iv); provided, that before and after giving effect to such Debt, the Borrower is in pro forma compliance with the financial covenants set forth in Section 5.04 hereof calculated based on the financial statements most recently delivered pursuant to Section 5.03 and as though such Debt was incurred at the beginning of the four-quarter period covered thereby, (C) the Surviving Debt, and extensionsany Debt extending the maturity of, renewals and refinancings thereof; or refunding or refinancing, in whole or in part, any Surviving Debt, provided that the aggregate 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 all such Surviving Debt at any time outstanding shall not exceed $1,000,000; (i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as increased above the principal amount thereof is outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not increased;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 Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate, and (fD) the Second Lien Obligations so long as no Event of Default has occurred and is continuing or would result therefrom, other secured Debt in accordance with the Second Lien Intercreditor Agreement; provided, that the an aggregate principal amount thereof shall not to exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not $10 million at any one time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Eurooutstanding.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (ai) Obligations in the case of the Borrower or a Subsidiary Guarantor, (A) Debt in respect of Hedge Agreements permitted under this Agreement and the other Loan DocumentsSection 5.02(m) hereof; (bB) Debt owed to a Subsidiary Guarantor, which Debt (x) shall constitute Pledged Debt, (y) shall be subordinated to the Facilities and on terms acceptable to the Joint Lead Arrangers and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Joint Lead Arrangers and such promissory notes shall be pledged as security for the 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; (C) so long as no Event of Default has occurred and is continuing, or would result therefrom, (x) other unsecured Debt and (y) Debt secured by Liens permitted under Section 5.02(a)(vii); provided that before and after giving effect to such Debt, the Borrower is in pro forma compliance with the covenants in Section 5.04, calculated based on the financial statements most recently delivered pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby; (ii) in the case of any Subsidiary of the Borrower, (A) Debt owed to the Borrower or to a Subsidiary Guarantor, provided that, in each case, such Debt (x) shall constitute Pledged Debt, (y) shall be subordinated to the Facilities and on terms acceptable to the Joint Lead Arrangers and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Joint Lead Arrangers and such promissory notes shall be pledged as security for the 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; (B) so long as no Event of Default has occurred and is continuing or would result therefrom, other unsecured Debt of the Subsidiaries of the Borrower in an aggregate principal amount not to exceed $100 million at any one time outstanding; and (C) Debt of a newly-formed or newly-acquired Subsidiary owed to a Person financing the formation of such Subsidiary or the acquisition of all of the Equity Interests in or all or substantially all of the assets of such Subsidiary as contemplated by Section 5.02(f)(vii); (iii) in the case of the Borrower and its Subsidiaries, (A) Debt under the Loan Documents, (B) so long as no Event of Default has occurred and is continuing, or would result therefrom, Debt secured by Liens permitted by Section 7.2(d5.02(a)(iv); provided, that before and after giving effect to such Debt, the Borrower is in pro forma compliance with the financial covenants set forth in Section 5.04 hereof calculated based on the financial statements most recently delivered pursuant to Section 5.03 and as though such Debt was incurred at the beginning of the four-quarter period covered thereby, (C) the Surviving Debt, and extensionsany Debt extending the maturity of, renewals and refinancings thereof; or refunding or refinancing, in whole or in part, any Surviving Debt, provided that the aggregate 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 all such Surviving Debt at any time outstanding shall not exceed $1,000,000; (i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as increased above the principal amount thereof is outstanding immediately prior to such extension, refunding or refinancing (except by an amount equal to a reasonable premium paid, and reasonable fees and expenses incurred, in connection with such refinancing), and the direct and contingent obligors therefor shall not increased; (f) the Second Lien Obligations be changed, as a result of or in accordance connection with the Second Lien Intercreditor Agreement; providedsuch extension, refunding or refinancing, provided still further that the aggregate terms relating to principal amount thereof shall amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement);then applicable market interest rate, and (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (jD) Debt incurred by a Permitted Receivables Financing Subsidiary in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of a Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 EuroReceivables Financing.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Restricted Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (ai) Obligations under this Agreement in the case of the Borrower, (A) Debt owed to a Wholly Owned Restricted Subsidiary of the Borrower, (B) other unsecured Debt incurred in the ordinary course of business aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance and (2) such unsecured Debt ranks junior to or pari passu with the Facilities, and (C) other unsecured Debt incurred in the ordinary course of business (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Unrestricted Subsidiary; provided that (1) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lender Parties pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Paying Agent demonstrating such compliance, (2) such unsecured Debt ranks junior to or pari passu with the Facilities, (3) such unsecured Debt matures, and does not begin to amortize until, more than six months after the Termination Date and (4) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents; (bii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Restricted Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 4.01(s) hereto, (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance Capital Expenditures for the development of Greenfield Projects, (D) non-recourse Debt secured by Liens permitted by Section 7.2(d5.02(a)(iv), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000; (i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Euro.,

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (ai) Obligations under this Agreement and in the other Loan Documentscase of BMCA, Debt owed to a wholly owned Subsidiary of BMCA which is a Guarantor; (bii) in the case of any Subsidiary of BMCA, Debt owed to BMCA or to a wholly owned Subsidiary of BMCA, provided that, in each case, such Debt shall be permitted under Section 5.02(f); and (iii) in the case of BMCA and its Subsidiaries, (A) Debt under this Agreement, the Term Loan Facility, the Existing Indentures, the Senior Notes, the Bridge Loan Facility and the Elk Letters of Credit, (B) 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, if applicable (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lender Parties as though such Debt had been incurred as of the first day of the fiscal period covered thereby), (I) Debt secured by Liens permitted by Section 7.2(d5.02(a)(iv), (II) Capitalized Leases permitted by Section 5.02(a)(v), (III) Debt secured by Liens on BMCA’s or any of its Subsidiaries’ fixed assets, and extensions(IV) Debt in respect of sale-leaseback transactions permitted by Section 5.02(a)(vii), renewals and refinancings thereof; provided provided, however, that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000; (i) such Debt incurred pursuant to this Section 5.02(b)(iii)(B) shall not have scheduled amortization payments prior to the fifth anniversary of 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 fifth anniversary of the Closing Date of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent permitted pursuant to clauses (C), (E) and (J)) greater than the Guarantee and Collateral Agreement as additional collateral security for the ObligationsAmortization Basket, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing incurred pursuant to this Section 5.02(b)(iii)(B) shall not exceed $200,000,000 in the aggregate during the term of this Agreement, (C) 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, if applicable (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lender Parties 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 Term Loan 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 Lender Parties 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, 2012 that is more onerous than the remaining scheduled amortization prior to December 31, 2012 applicable to the Debt being refinanced; and, that any Net Cash Proceeds received by Foreign Subsidiaries BMCA in connection with any refinancing of such Debt and not applied for such refinancing shall be applied as provided in Section 2.06. (D) 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 Borrowers advanced for working capital such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04, if applicable (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lender Parties 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 general corporate purposes Surviving Debt, provided that (x) there are no remaining scheduled amortization payments in respect of Foreign Subsidiaries such extending, refunding or refinancing Debt prior to December 31, 2012 that is more onerous than the remaining scheduled amortization prior to December 31, 2012, 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 Lender Parties 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 fifth anniversary of the Closing Date in an aggregate principal amount which, in any Fiscal Year (together with the aggregate aggregated scheduled amortization payments in any Fiscal Year prior to the fifth 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, however, that the principal amount of equity contributions such Debt being extended, refunded or refinanced shall not be increased above the principal amount thereof outstanding immediately prior to Foreign Subsidiaries made pursuant to such extension, refunding or refinancing and the direct and contingent obligors therefor shall not be changed as a result of or in accordance connection with Section 7.11(a)(iiisuch 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), does not exceed $5,000,000 at any time outstandingand (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance, with the provisions of Section 5.04, if applicable (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lender Parties as though such Debt had been incurred as of the first day of the fiscal period covered thereby), unsecured, subordinated Debt owing to G-I Holdings or BMCA Holdings; provided, such however, that no payments shall be made with respect to Debt in excess of $500,000 in the aggregate permitted under this clause (iiF) unless after giving effect to each such payment, the Available Liquidity (as certified to the Administrative Agent by a Responsible Financial Officer of BMCA) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations);least $25,000,000, (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (eG) Debt described on Schedule 7.1 as consisting of the Closing Date, and any extension, renewal surety bonds or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations similar instruments in favor of purchasers government agencies in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank workers’ compensation liabilities, taxes, assessments or other financial institution of a checkobligations, draft or similar instrument drawn against insufficient funds provided, however, that such Debt is incurred in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence;, (iH) purchase price adjustments in respect Debt of working capital any entity acquired by any Borrower BMCA or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection accordance with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, terms hereof so long as (i) the amount of such Debt that is reflected on the balance sheet 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 a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all 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 any the time outstanding of such incurrence and after giving pro forma effect thereto), and (ii2) after giving effect to such incurrence, BMCA shall be in pro forma compliance, with the provisions of Section 5.04, if applicable (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lender Parties as though such Debt does not result in payment obligations had been incurred as of the Loan Parties first day of the fiscal period covered thereby), Debt ranked junior (in respect of any Liens securing such Debt, which Liens shall be ranked junior to the Liens securing this Revolving Credit Facility) , provided, however, that exceed $3,000,000 there are no scheduled amortization payments of principal in respect of such Debt prior to the fifth anniversary of the Closing Date in an aggregate principal amount in any Fiscal Year; Year (n) Equity Cure Securities comprised of Debt together with the aggregated scheduled amortization payments in any Fiscal Year prior to the fifth anniversary of the type described in Section 7.14.4; Closing Date of any Debt permitted pursuant to clauses (B), (C) and (E) above) greater than the Amortization Basket, and (oK) obligations At any time prior to the thirtieth Business Day after the date of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Eurothe Merger, the Elk Private Notes.

Debt. Not(a) Without the prior written consent of Lender, and not neither Borrower nor any Guarantor shall incur or permit any other Loan Party to, create, incur, assume or suffer to exist any Debtdebt for borrowed funds, except: (a) Obligations under this Agreement and the other Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d)deferred purchase price of goods or services, and extensionsor capitalized lease obligations, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000; except for (i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations trade debt incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, (ii) debt incurred in connection with project level financing by Xxxxxxxx or its affiliate of projects other than the Condominium, (iii) the Existing Debt, and (iv) the Indebtedness. (b) Other than principal and interest payments due and owing under the Revolving Line of Credit Note dated February 22, 2006 in the original principal amount of Fifteen Million Dollars ($15,000,000) made by Xxxxxxxx payable to the order of Bank of America, N.A., any unsecured loan hereafter extended to Borrower or any Guarantor by a third party and any secured or unsecured loan extended to Borrower or any Guarantor by a director or officer of Borrower or any Guarantor, or any entity under the control of a director or officer of Borrower or any Guarantor, shall be subject to a subordination agreement in substantially the same form as attached as Exhibit B. (c) Except for the Indebtedness, no indebtedness of Borrower or any Guarantor may be prepaid in whole or in part other than the Loan during the Term; provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or Xxxxxxxx may prepay the relevant Subsidiary of its incurrence;following with Lender’s prior written consent: (i) purchase price adjustments Subordinated Deficiency Note dated September 21, 2009 in respect the original principal amount of working capital $400,000 made by any Borrower or any Xxxxxxxx payable to the order of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11Cornerstone Bank; (jii) Debt incurred in connection with the financing of insurance premiums Amended and Restated Subordinated Deficiency Note dated November 5, 2009 in the ordinary course original principal amount of business; (k) guaranties $205,488.23 made by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition Xxxxxxxx payable to the Debt listed aboveorder of Wachovia Bank, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4National Association; and (oiii) obligations of one or more Loan Parties Subordinated Deficiency Note dated November 10, 2009 in respect to bank guarantees issued by Commerzbank up to an aggregate the original principal amount of 500,000 Euro$25,000 made by Xxxxxxxx payable to the order of Fifth Third Bank. (d) No Guarantor shall be required to comply with this Section 5.8 while the Aggregate LTV is equal to or less than fifty percent (50%).

Debt. Not, and not permit any other Loan Party to, createCreate, incur, assume issue or suffer to exist any Debt, exceptexcept any of the following: (a) Obligations Debt under this Agreement and the other Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d), outstanding on the Closing Date and listed on Schedule 6.09 and extensions, renewals and refinancings thereofof such Debt; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000; (i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on not increased at the balance sheet time of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding such extension, renewal or refinancing unless permitted by Section 8.01(f) and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Borrowers and the Restricted Subsidiaries or the Lenders than the terms of any agreement or instrument governing the Debt being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Debt does not result in payment obligations of exceed the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Yearthen applicable market interest rate; (nc) Equity Cure Securities comprised Debt in respect of, under, or consisting of Debt of the type described in Section 7.14.4; andPermitted Hedging Obligations; (od) obligations of one or more Loan Parties Debt in respect to bank guarantees issued by Commerzbank up to an of capital leases and purchase money obligations for fixed or capital assets; provided that the aggregate principal amount of 500,000 Euro.all such Debt at any one time outstanding shall not exceed $5,000,000 (or its equivalent in other currencies); (e) Debt incurred by any Loan Party that is subordinated in right of payment to the Obligations in the form of unsecured or junior lien subordinated debt (“Subordinated Debt”); provided that (i) immediately before and after the incurrence of such Subordinated Debt, (A) no Event of Default shall exist or would result therefrom and (B) the Borrowers shall be in compliance on a Pro Forma Basis with (1) a Consolidated Interest Coverage Ratio greater than 2.50:1.00 and

Debt. NotThe Borrower will not, and will not permit any other Loan Party Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) Obligations the Notes or other Indebtedness arising under this Agreement and the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents;. (b) Debt secured of the Borrower and its Subsidiaries existing on the First Amendment Effective Date and set forth on Schedule 9.02 attached hereto and any Permitted Refinancing Debt in respect thereof.88 (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 which are not greater than one hundred twenty (120) days past the date of invoice or delinquent or which are being contested in good faith by Liens appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $100,000,000 in the aggregate at any one time outstanding.89 (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. 86 Section 9.01(c) added by the 4th Amendment. 87 Section 9.01(d) added by the 4th Amendment. 88 Amended by the 1st Amendment. 89 Amended by the 1st Amendment. (f) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 7.2(d9.05(g), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall is not exceed $1,000,000; (i) Debt of any Borrower held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Domestic Subsidiary or Subsidiaries, and, provided further, that any such Debt of any Wholly-Owned Domestic Subsidiary to any owed by either the Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note Guarantor shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 Indebtedness on terms set forth in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Guaranty Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement);. (g) Contingent Obligations arising with respect to customary indemnification obligations in favor endorsements of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds negotiable instruments for collection in the ordinary course of business. (h) Permitted Debt incurred after the First Amendment Effective Date, the principal amount of which does not exceed $750,000,000 in the aggregate at any one time outstanding and any guarantees thereof; provided that that, except to the extent such Permitted Debt is extinguished within two constitutes Permitted Refinancing Debt, (2i) Business Days of the Borrower shall furnish notice to the Administrative Borrower Agent of such Permitted Debt contemporaneously with the incurrence of such Debt, (ii) at the time of incurring such Permitted Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Permitted Debt after giving effect to the incurrence of such Permitted Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (iii) the incurrence of such Permitted Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding the Borrowing Base after giving effect to any adjustment in the Borrowing Base pursuant to Section 2.07(e), (iv) such Permitted Debt does not have any scheduled amortization prior to the date which is one year after the Maturity Date, (v) such Permitted Debt does not have a scheduled maturity sooner than the date which is one year after the Maturity Date, and (vi) concurrently with the incurrence of such Permitted Debt (except to the extent such Permitted Debt constitutes Permitted Refinancing Debt issued in exchange for or to Redeem or otherwise refinance outstanding Permitted Debt), the relevant Subsidiary of its incurrence;Borrowing Base is adjusted pursuant to Section 2.07(e).90 (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would other Debt not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 75,000,000 in the aggregate for all Loan Parties at any one time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Euro.outstanding.91

Debt. NotThe Borrower shall not, and not nor shall it permit any other Loan Credit Party to, create, assume, incur, assume or suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) Obligations under this Agreement and the other Loan DocumentsObligations; (b) Debt of the Borrower and the Restricted Subsidiaries incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether or not constituting purchase money Debt), including obligations in respect of Capital Leases and any Debt assumed in connection with the acquisition of any such assets or secured by Liens permitted by Section 7.2(d)a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and refinancings replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that (i) such Debt is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of all such Debt permitted by this clause (b) shall not exceed 2% of Consolidated Net Tangible Assets at any time outstanding outstanding; (c) Debt consisting of obligations under performance bonds, bid bonds, appeal bonds and sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party (i) 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, or (ii) otherwise in the ordinary course of business; (d) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (e) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that, such Debt is not held, assigned, transferred or held by any Person other than the Borrower or any other Credit Party or, in the case of a pledge, to the Administrative Agent and provided further that, any such Debt shall be subordinated to the Obligations as provided in the Guaranties; (f) to the extent constituting Debt, liabilities for tax and governmental assessments in the ordinary course of business that are not yet due or that are being contested in good faith by appropriate proceedings and as to which adequate reserves have been established in accordance with GAAP; (g) Specified Additional Debt; provided that, (i) the principal amount of such Specified Additional Debt shall not exceed $1,000,000500,000,000, (ii) the Borrower shall have complied with Section 5.2(t), (iii) no Default or Borrowing Base Deficiency exists at the time of incurrence of such Specified Additional Debt or would result therefrom (including after giving effect to any adjustment in the Borrowing Base pursuant to Section 2.2(f) and any prepayment made to the extent required by Section 2.5(c)(iv)), 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; (h) to the extent constituting Debt, in-kind obligations relating to net oil or natural gas balancing positions arising in the ordinary course of business; (i) Debt in the form of any Borrower accounts payable to any Wholly-Owned Domestic Subsidiary 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; (j) Debt (i) consisting of any Wholly-Owned Domestic Subsidiary to any Borrower liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority or another Wholly-Owned Domestic Subsidiary by third parties in the ordinary course of any Borrower; provided that at the written request of Agentbusiness, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital in respect of health, disability or other employee benefits or property, casualty or liability insurance, in each case of the foregoing clauses (i) and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which(ii), together with the aggregate amount of equity contributions to Foreign Subsidiaries made (A) pursuant to customary reimbursement or indemnification obligations to such Person, and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such B) which Debt in excess of $500,000 is incurred in the aggregate under this clause (ii) shall be evidenced by notes, and the originals ordinary course of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations)business; (dk) Hedging Obligations incurred to satisfy Borrowers’ obligations without duplication, guarantees of Debt otherwise permitted under this Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation6.1; (el) Debt described on Schedule 7.1 as of Hedging Arrangements to the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is extent not increasedprohibited under Section 6.15; (fm) to the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; providedextent constituting Debt, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined obligations on account of minimum volume commitments entered into in the Second Lien Intercreditor Agreement)ordinary course of business; (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (hn) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds or in respect of cash management services provided by a bank or other financial institution, each in the ordinary course of business; provided that, provided that such Debt is extinguished within two five (25) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (io) purchase price adjustments Debt existing on the Closing Date and set forth in respect Schedule 6.1 including extensions, replacements and refinancings thereof which do not increase the principal amount (excluding increases resulting from the rolling into such refinanced, extended or replaced principal of working capital by any Borrower accrued, unpaid interest and any expenses or any of its Subsidiaries premium incurred in connection with any Permitted Acquisitionsuch extension, so long as the aggregate obligations in respect replacement or refinancing and including prepayment and make whole premiums) of such purchase price adjustments would not result in a breach Debt as of the limitations set forth in Section 7.11date of such extension or refinancing; (jp) Debt incurred that may be deemed to arise pursuant to customary indemnification and purchase price adjustment provisions contained in connection agreements for asset purchase and sale transactions (including investments permitted under Section 6.3 hereof (other than with the financing of insurance premiums in the ordinary course of businessrespect to an Unrestricted Subsidiary)); (kq) guaranties by Holdings Guarantees of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower a Credit Party to the extent that the incurrence of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is Credit Party would itself be permitted under this Section 7.1hereby; (lr) other unsecured Debt, in addition Guarantees of Debt of Unrestricted Subsidiaries (including with respect to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.46.1(p) above)) not to exceed $10,000,000 in the aggregate when combined with the value of all investments made in Unrestricted Subsidiaries pursuant to Section 6.3(m)(iii); (s) other unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $15,000,000 at any time; and (ot) obligations Debt of one any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Debt exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an connection with such Person becoming a Restricted Subsidiary, (ii) the aggregate principal amount of 500,000 EuroDebt permitted by this clause (t) shall not exceed an amount equal to two percent (2%) of Consolidated Net Tangible Assets at any time outstanding, and (iii) such Debt does not consist of indebtedness for borrowed money (including bonds, debentures, indentures, term loans, and credit facilities).

Debt. Not, and not permit Neither the Company nor any other Loan Party to, of its Subsidiaries shall directly or indirectly create, incur, assume or suffer otherwise become or remain directly or indirectly liable with respect to exist any Debt, except: (a) Obligations under this Agreement and the other Loan DocumentsSecured Obligations; (b) Permitted Existing Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000Permitted Refinancing Debt; (ic) Debt in respect of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced obligations secured by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations)Customary Permitted Liens; (d) Hedging Debt constituting Contingent Obligations incurred to satisfy Borrowers’ obligations under permitted by Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation10.5; (e) Debt described arising from intercompany loans and advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is the obligor on Schedule 7.1 as such Debt, such Debt shall be expressly subordinate to the payment in full in cash of the Closing DateSecured Obligations; provided, and further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any extension, renewal or refinancing thereof so long as the principal amount thereof is not increasedtime; (f) the Second Lien Debt in respect of Hedging Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement)permitted under Section 10.15; (g) Contingent Obligations arising secured or unsecured purchase money Debt (including Capital Leases) incurred by the Company or any of its Subsidiaries after the date hereof to finance the acquisition of fixed assets or in conjunction with respect to customary indemnification obligations a Permitted Acquisition, if (1) at the time of such incurrence, no Event of Default or Default has occurred and is continuing or would result from such incurrence, (2) such Debt has a scheduled maturity and is not due on demand, (3) such Debt does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Debt does not exceed $30,000,000 in favor of purchasers in connection with dispositions the aggregate outstanding at any time, and (5) any Lien securing such Debt is permitted under Section 7.510.3 (such Debt being referred to herein as “Permitted Purchase Money Debt”); (h) Debt arising from with respect to surety, appeal and performance bonds obtained by 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 two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower Company or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (ki) guaranties Debt incurred by Holdings of the Company to the seller in any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long Permitted Acquisition as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower part of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrowerconsideration therefor, in each case so long as provided that such Debt is permitted under this Section 7.1unsecured and, if in excess of $15,000,000 in the aggregate, is subordinated to the Secured Obligations, on terms reasonably acceptable to the Required Holders; (lj) other Debt incurred by the Company pursuant to this Agreement and the Notes; and (k) additional unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed exceeding $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Euro25,000,000.

Debt. Not, and not permit any other No Loan Party to, create, incur, assume shall incur or suffer to exist maintain any Debt, exceptother than: (a) Obligations under this Agreement and the other Loan DocumentsObligations; (b) Debt secured by Liens permitted by Section 7.2(d)existing on the Closing Date and described on Schedule 7.13; (c) Capital Leases, and extensionsmortgage financings or purchase money obligations, renewals and refinancings thereofin each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment, in each case, not constituting Inventory; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000; (i) Debt Liens securing the same are permitted by clause (p) of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt the definition of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; “Permitted Liens,” and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate principal amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), purchase money obligations of the Loan Parties constituting Debt outstanding does not exceed $5,000,000 150,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations)time; (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculationthe Bond Debt; (e) other unsecured Debt; (f) Debt evidencing a substantially concurrent (substantially concurrent shall be not more than forty-five (45) days prior to any refunding, renewal, extension, defeasance, or replacement of Debt) refunding, renewal, extension, defeasance, or replacement (“Refinancing”) of the Debt existing on the Closing Date and described on Schedule 7.1 as 7.13 and other Debt permitted hereunder (the “Replaced Debt”); provided that in the case of the Closing Date, and any extension, renewal or refinancing thereof so long as such secured debt (i) the principal amount thereof is not increased; , except in an amount equal to all accrued interest on such Replaced Debt and the amount of fees, expenses and premiums incurred in connection with such Refinancing, (fii) the Second Lien Obligations Liens, if any, securing such Debt do not attach to any assets in accordance with addition to those types of assets, if any, securing the Second Lien Intercreditor Agreement; providedReplaced Debt, (iii) no Person that is not an obligor or guarantor of such Replaced Debt as of such date shall become as of such date, an obligor or guarantor thereof, and (iv) the aggregate terms of such refunding, renewal, or extension are not materially less favorable, taken as a whole, to the Borrowers, the Agent, or the Lenders than the Replaced Debt, including, without limitation, the maturity date thereof and any principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement)amortization thereof; (g) Contingent Obligations arising with respect Debt of any Loan Party owed to customary indemnification obligations in favor any Restricted Subsidiaries, or Debt of purchasers in connection with dispositions permitted under Section 7.5any Restricted Subsidiary owed to the owner of its Capital Stock which is a Loan Party; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds to finance insurance premiums in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice an amount not to Administrative Borrower or the relevant Subsidiary of its incurrenceexceed $10,000,000 at any time outstanding; (i) purchase price adjustments in respect of working capital by any Borrower Debt arising under Hedge Agreements or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11Gas Supply/Purchase Agreement; (j) Debt incurred among Loan Parties on terms of the kind customarily employed to allocate charges among members of a consolidated group of entities, in connection each such case, that are fair and reasonable to the Loan Parties and consistent with past practices of the financing of insurance premiums in the ordinary course of businessLoan Parties; (k) guaranties Guaranties permitted by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.17.12; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000;constituting Limited Recourse Stock Pledges; and (m) Debt consisting Debt, other than those in clauses (a) through (l) above, secured by Liens on assets not constituting Collateral, in the aggregate principal amount outstanding at any time not to exceed the greater of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding 600,000,000 and (ii) such Debt does not result in payment obligations 30% of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 EuroTangible Assets.

Debt. Not, and not permit any other No Loan Party will, nor will it permit its Subsidiaries to, create, incur, assume or suffer to exist any Debt, Debt except: (a) Obligations under Debt pursuant to this Agreement and the other or an Incremental Term Loan DocumentsAgreement; (b) Debt secured by Liens Investments permitted by under Section 7.2(d), and extensions, renewals and refinancings thereof; provided 7.10 that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000would constitute Debt; (ic) current liabilities of the Loan Parties or their respective Subsidiaries incurred in the ordinary course of business that is extended in connection with the normal purchases of goods and services; (d) Debt of any Person that becomes a Subsidiary of the Borrower, to the extent such Debt is outstanding at the time such Person becomes a Subsidiary of the Borrower to any Wholly-Owned Domestic Subsidiary or and was not incurred in contemplation thereof, and Debt of any Wholly-Owned Domestic Subsidiary to any assumed by the Borrower or any Subsidiary in connection with its acquisition (whether by merger, consolidation, acquisition of all or substantially all of the assets or acquisition that results in the ownership of greater than fifty percent (50%) of the Capital Stock of a Person) of another Wholly-Owned Domestic Subsidiary of any BorrowerPerson and, in each case, Debt refinancing, extending, renewing or refunding such Debt; provided that at (i) the written request principal amount of Agent, such Debt shall be evidenced by a demand note in form is not increased (other than to provide for the payment of any underwriting discounts and substance reasonably satisfactory fees related to Agent any refinancing Debt as well as any premiums owed on and pledged accrued and delivered to Agent pursuant unpaid interest related to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agentoriginal Debt); and (ii) at the time of and immediately after giving effect to the incurrence or assumption of such Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital or refinancing Debt and other general corporate purposes the application of Foreign Subsidiaries in an aggregate amount whichthe proceeds thereof, together with as the case may be, the aggregate principal amount of equity contributions to Foreign Subsidiaries made all such Debt, and of all Debt previously incurred or assumed pursuant to and in accordance with this Section 7.11(a)(iii7.09(d), does and then outstanding, shall not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess 50% of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security Consolidated EBITDA for the Obligations); period of four full consecutive fiscal quarters of the Borrower and its Subsidiaries (dand such Person on a pro forma basis) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculationthen most recently ended; (e) Debt described on Schedule 7.1 as in the form of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is extent that payment therefor shall not increasedbe past due; (f) Debt pursuant to the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement)Sunrise Pipeline Lease; (g) Contingent Obligations all obligations of such Person arising with respect to customary indemnification obligations in favor under letters of purchasers in connection with dispositions permitted under Section 7.5;credit (including standby and commercial); and (h) other 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 two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting to exceed 15% of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 EuroConsolidated Net Tangible Assets.

Debt. NotEach of the Parent and the Borrower will not, and will not permit any other Loan Party of its Subsidiaries to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Loans or other Obligations arising under this Agreement and the Loan Documents or any guaranty of or suretyship arrangement for the Loans or other Obligations arising under the Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d), under Capital Leases and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000; (i) purchase money Debt of any the Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign its Subsidiaries in an aggregate amount whichnot to exceed $10,000,000; provided, together any such Debt shall be secured only by the asset acquired in connection with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals incurrence of such notes shall be pledged Debt; (c) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations)Gas Properties; (d) Hedging Obligations endorsements of negotiable instruments for collection, deposit or negotiation and warranties of products or services, in each case, incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (ke) guaranties intercompany Debt between the Borrower and any Wholly-Owned Subsidiary Guarantor or between Wholly-Owned Subsidiary Guarantors to the extent permitted by Holdings Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Wholly-Owned Subsidiary Guarantor; and, provided, further, that any such Debt owed by either the Borrower or a Wholly-Owned Subsidiary Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement; (f) Second Lien Term Debt and any guarantees thereof, the principal amount of which does not exceed in the aggregate, at the time any such Debt is incurred, an amount equal to the product of two (2) multiplied by the Borrowing Base then in effect (prior to giving effect to any reduction of the Borrowing Base pursuant to clause (vii) below); provided that: (i) such Debt shall be at all times subject to the Intercreditor Agreement and the Obligations shall be secured on a senior priority basis to such Debt; (ii) the portion of the non-default cash interest rate on the outstanding principal amount of such Debt comprised of the LIBOR floor plus the applicable margin does not exceed (A) 11% per annum in the case of the Tranche A Loans and (B) 12% per annum in the case of the Tranche B Loans, and the portion of the non-default PIK interest rate on the outstanding principal amount of such Debt does not exceed (Y) 4% per annum in the case of the Tranche A Loans and (Z) 0% per annum in the case of the Tranche B Loans; (iii) such Second Lien Term Debt does not have any scheduled principal amortization; (iv) such Second Lien Term Debt does not mature sooner than the date which is ninety-one (91) days after the Maturity Date; (v) both before and immediately after giving effect to the incurrence of any such Debt after the Effective Date, no Default, Event of Default or Borrowing Base Deficiency exists or would exist after giving effect to any concurrent repayment of Debt with the proceeds of such incurrence, if any); (vi) the net cash proceeds of the incurrence thereof shall be used to provide working capital for lease acquisitions, for exploration and production operations and for development (including the drilling and completion of producing xxxxx), for acquisitions and Investments permitted hereunder and for funding general corporate purposes; and (vii) the Borrowing Base then in effect shall be adjusted to the extent required by Section 2.07(f) and the Borrower shall make any prepayment required by Section 3.04(c); for purposes of clarification, any Second Lien Term Debt incurred under this Section 9.02(f) which is repaid may not be reborrowed under this Section 9.02(f); (g) Permitted Refinancing Debt and any guarantees thereof, the proceeds of which shall be used concurrently with the incurrence thereof to refinance the outstanding Second Lien Term Debt permitted under Section 9.02(f) or to refinance the outstanding Refinanced Debt, as the case may be; provided that (i) the Borrower shall have furnished to the Administrative Agent and the Lenders copies of the final executed versions of the definitive documents therefor, (ii) both before and immediately after giving effect to the incurrence of such Permitted Refinancing Debt (and any concurrent repayment of Second Lien Term Debt or Refinanced Debt, as the case may be, with the proceeds of such incurrence), no Default or Event of Default shall occur and be continuing or would result therefrom, and (iii) the Borrowing Base then in effect shall be adjusted to the extent required by Section 2.07(f), and the Borrower shall make any prepayment required by Section 3.04(c)(iii); for purposes of clarification, any Permitted Refinancing Debt incurred under this Section 9.02(g) which is repaid may not be reborrowed under this Section 9.02(g); and (h) Guarantees by the Parent and its Subsidiaries of Debt of any the Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is Guarantor otherwise permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Eurohereunder.

Debt. NotSaid Borrower and its Subsidiaries will not incur or at any time be liable with respect to any Debt except that the following shall be permitted, and not permit any other Loan Party towithout duplication, create, incur, assume or suffer to exist any Debt, except: (ai) Obligations Debt outstanding under this Agreement and the other Loan Documents; Note, (bii) Debt secured by Liens permitted by a Lien pursuant to Section 7.2(d6.8(iii), (iii) the Debt set forth on Schedule 6.7 hereto, (iv) Debt by and extensionsbetween any Borrower and any other Borrower, renewals (v) Debt by and refinancings thereof; between any Borrower and any Subsidiary of the Parent which is not a Borrower, provided that at no time shall (y) the outstanding principal amount of such Debt owing by any such non-Borrower Subsidiary to a Borrower, less (z) the outstanding principal amount of such Debt owing by any Borrower to any such non-Borrower Subsidiary, when aggregated with all other Inter-company Transactions then outstanding, on a net basis, exceed $3,000,000, (vi) Debt of any Foreign Subsidiary, other than as set forth in clause (v) hereof, (vii) Debt permitted under Section 6.12, (viii) Guarantees by any Borrower of any obligation of any other Borrower, to the extent such obligation is not a Debt of the latter which is prohibited hereunder, (ix) Debt which is subordinated in priority of lien (if secured) and right of payment to Debt to the Bank pursuant to a subordination agreement to which the Bank is a party, (x) Debt incurred from financing insurance premiums of the Borrowers and their Subsidiaries, and (xi) other unsecured Debt of any Borrower in an aggregate principal amount outstanding at any time not to exceed $500,000 of all such Debt at any time outstanding shall not exceed $1,000,000; (i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to all Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Euroaggregate.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (ai) Obligations in the case of the Borrower or a Subsidiary Guarantor, (A) Debt in respect of Hedge Agreements permitted under this Agreement and the other Loan DocumentsSection 5.02(m) hereof; (bB) Debt owed to a Subsidiary Guarantor, which Debt (x) shall constitute Pledged Debt, (y) shall be subordinated to the Facilities and on terms acceptable to the Joint Lead Arrangers and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Joint Lead Arrangers and such promissory notes shall be pledged as security for the 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; (C) so long as no Event of Default has occurred and is continuing, or would result therefrom, (x) other unsecured Debt and (y) Debt secured by Liens permitted under Section 5.02(a)(vi); provided that before and after giving effect to such Debt, the Borrower is in pro forma compliance with the covenants in Section 5.04, calculated based on the financial statements most recently delivered pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby; (ii) in the case of any Subsidiary of the Borrower, (A) Debt owed to the Borrower or to a Subsidiary Guarantor, provided that, in each case, such Debt (x) shall constitute Pledged Debt, (y) shall be subordinated to the Facilities and on terms acceptable to the Joint Lead Arrangers and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Joint Lead Arrangers and such promissory notes shall be pledged as security for the 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; (B) so long as no Event of Default has occurred and is continuing or would result therefrom, other unsecured Debt in an aggregate principal amount not to exceed $50 million at any one time outstanding; and (C) Debt of a newly-formed or newly-acquired Subsidiary owed to a Person financing the formation of such Subsidiary or the acquisition of all of the Equity Interests in or all or substantially all of the assets of such Subsidiary as contemplated by Section 5.02(f)(vii); (iii) in the case of the Borrower and its Subsidiaries, (A) Debt under the Loan Documents, (B) so long as no Event of Default has occurred and is continuing, or would result therefrom, Debt secured by Liens permitted by Section 7.2(d5.02(a)(v); provided, that before and after giving effect to such Debt, the Borrower is in pro forma compliance with the financial covenants set forth in Section 5.04 hereof calculated based on the financial statements most recently delivered pursuant to Section 5.03 and as though such Debt was incurred at the beginning of the four-quarter period covered thereby, and (C) the Surviving Debt, and extensionsany Debt extending the maturity of, renewals and refinancings thereof; or refunding or refinancing, in whole or in part, any Surviving Debt, provided that the aggregate 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 all such Surviving Debt at any time outstanding shall not exceed $1,000,000; (i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as increased above the principal amount thereof is outstanding immediately prior to such extension, refunding or refinancing (except by an amount equal to a reasonable premium paid, and reasonable fees and expenses incurred, in connection with such refinancing), and the direct and contingent obligors therefor shall not increased; (f) the Second Lien Obligations be changed, as a result of or in accordance connection with the Second Lien Intercreditor Agreement; providedsuch extension, refunding or refinancing, provided still further that the aggregate terms relating to principal amount thereof shall amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Eurothen applicable market interest rate.

Debt. NotThe Borrower will not, and will not permit any other Loan Party Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) Obligations the Notes or other Indebtedness arising under this Agreement and the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents;. (b) Debt secured of the Borrower and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) Debt under Capital Leases or non-recourse purchase money Debt not to exceed $2,000,000 at any time. (d) Debt associated with worker's compensation claims, performance, bid, surety or similar bonds or surety obligations required by Liens Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (e) intercompany Debt between the Borrower, or between the Borrower and any Subsidiary or between any Subsidiary and any other Subsidiary to the extent permitted by Section 7.2(d9.05(g), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall is not exceed $1,000,000; (i) Debt of any Borrower held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Domestic Subsidiary or Subsidiaries, and, provided further, that any such Debt of any Wholly-Owned Domestic Subsidiary to any owed by either the Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note Guarantor shall be subordinated to the Obligations hereunder Indebtedness on terms set forth in a manner reasonably satisfactory to Agent; the Guaranty Agreement, or otherwise on terms, and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii)documentation, does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant acceptable to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased;Administrative Agent. (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor endorsements of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds negotiable instruments for collection in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence;. (ig) purchase price adjustments other Debt not to exceed $5,000,000 in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of at any one time outstanding. To satisfy the limitations requirements set forth in Section 7.11; the second proviso to clause (je) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not the Borrower hereby subordinates and makes inferior any and all intercompany Debt now or at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant hereafter owed by any Guarantor to the consummation Borrower to the Indebtedness, and agrees that if an Event of Permitted AcquisitionsDefault shall have occurred and be continuing, so long as (i) the amount of not to permit any such Guarantor to repay, or to accept payment from any such Guarantor of, such Debt that is reflected on or any part thereof without the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations prior written consent of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 EuroLenders.

Debt. NotThe Borrower will not, and will not permit any other Loan Party to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Obligations arising under this Agreement and the other Loan DocumentsDocuments or the Secured Swap Agreements or any guarantee of or suretyship arrangement for the Obligations arising under the Loan Documents or the Secured Swap Agreements; (b) Debt secured under Capital Leases not to exceed the greater of (x) $5,000,000 and (y) 2.5% of the then-effective Borrowing Base; (c) Debt associated with worker’s compensation claims, bonds or surety obligations required by Liens Governmental Requirements or by third parties in the ordinary course of business in connection with the operation of, or provision for the abandonment and remediation of, the Oil and Gas Properties; (d) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 7.2(d9.05(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall is not exceed $1,000,000; held, assigned, transferred, negotiated or pledged (iother than pursuant to a Security Instrument) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Person other than the Borrower or another Wholly-Owned Domestic Subsidiary one of the Guarantors; and, provided further, that any Borrower; provided that at the written request of Agent, such Debt shall be evidenced owed by either the Borrower or a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note Guarantor shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 on terms set forth in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculationAgreement; (e) Debt described on Schedule 7.1 as endorsements of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums negotiable instruments for collection in the ordinary course of business; (kf) guaranties by Holdings other unsecured Debt not to exceed (x) prior to the 2026 Senior Notes Discharge, $10,000,000 and (y) from and after the 2026 Senior Notes Discharge, the greater of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; (i) $10,000,000 and guaranties by any Borrower (ii) 7.5% of the Debt of then-effective Borrowing Base in the aggregate at any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1one time outstanding; (lg) other unsecured senior notes or unsecured senior subordinated notes of the Borrower, including, the 2026 Senior Notes, and any guarantees thereof, including the 2026 Senior Notes Guaranty; provided that: (i) immediately after giving effect to the incurrence of any such Debt, on a pro forma basis, the Leverage Ratio shall not exceed 3.00 to 1.00 (as the Leverage Ratio is recomputed on such date using (A) Total Net Debt outstanding on such date and (B) EBITDA for the four fiscal quarters (or, if applicable, the relevant annualized period determined in addition accordance with the definition thereof) ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available (including, if applicable, the Financial Statements)); provided that this clause (i) shall not apply to the incurrence of any such Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) that constitutes a refinancing of the Bridge Loan Debt consisting of unsecured earn-out obligations or other Debt incurred pursuant to this Section 9.02(g) to the consummation of Permitted Acquisitions, so long as (i) extent that the aggregate principal amount of such refinancing Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 the then outstanding principal amount of the refinanced Debt other than an increase in the aggregate for all Loan Parties at any time outstanding principal amount as a result of fees and expenses related to the refinancing of such Debt; (ii) both immediately before and immediately after giving effect to the incurrence of such Debt and the use of proceeds thereof, no Event of Default has occurred and is continuing or would result therefrom; (iii) such Debt does not result have any scheduled principal amortization in payment obligations excess of 1.0% of the principal amount thereof per annum; (iv) such Debt does not have a scheduled maturity date or a scheduled date of mandatory Redemption in full sooner than (A) in the case of the 2026 Senior Notes, the date which is 91 days after the Final Maturity Date and (B) in the case of any other Debt, the date which is 180 days after the Final Maturity Date; (v) such Debt does not have any mandatory Redemption, tender or sinking fund provisions (other than (A) customary change of control Redemption or tender offer provisions, (B) Redemption or tender offer provisions related to the incurrence of Debt prohibited by the Loan Documents or the definitive documents governing such Debt to the extent any amounts (other than any such amounts constituting Obligations) required to be Redeemed are permitted by the terms of such Debt to be applied first to prepay the Loans and/or cash collateralize the LC Exposure in accordance with Section 2.08(j) of this Agreement and (C) customary asset sale and casualty event Redemption or tender offer provisions to the extent any amounts required to be Redeemed are permitted by the terms of such Debt to be applied first to prepay the Loans and/or cash collateralize the LC Exposure in accordance with Section 2.08(j) of this Agreement; (vi) no Loan Party or other Person guarantees such Debt unless such Loan Party or other Person has guaranteed the Obligations pursuant to the Guarantee Agreement; (vii) the terms of such Debt and any guarantees thereof: (A) are not materially less favorable to the Borrower and the Guarantors, taken as a whole, as market terms for issuers of similar size and credit quality given the then prevailing market conditions as reasonably determined by the Borrower and (B) do not require compliance with any financial maintenance covenant that is more restrictive on the Loan Parties that exceed $3,000,000 than the financial maintenance covenants set forth in Section 9.01 of this Agreement; (viii) if such Debt is senior subordinated Debt, such Debt is expressly subordinate to the aggregate payment in full of all of the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (ix) the Borrower shall have complied with Section 8.01(q); and (x) the Borrowing Base shall be reduced pursuant to Section 2.07(f) and any Fiscal Yearmandatory prepayments required pursuant Section 3.04(c)(iii) shall have been made; (nh) Equity Cure Securities comprised of Debt of any Loan Party consisting of obligations to pay insurance premiums; (i) Debt in an aggregate amount not to exceed $1,000,000 representing deferred compensation (whether such deferred compensation is to be cash or stock-based compensation) of employees or directors of the type described Borrower or its Affiliates incurred in the ordinary course of business or Debt to current or former directors and employees of the Borrower or its Affiliates, their respective estates, spouses or former spouses, to finance the purchase or redemption of Equity Interests permitted by Section 7.14.49.04; and (oj) obligations solely for the period from the First Amendment Effective Date through the first Business Day immediately following Third Amendment Effective Date, Bridge Loan Debt not to exceed, at any time, an aggregate principal amount of one or more $250,000,000, provided that such amount shall be increased by an aggregate principal amount of Bridge Loan Debt up to $175,000,000 to the extent incurred within 30 days following the Second Amendment Effective Date so long as the entire amount of the proceeds are used by the Loan Parties to fund a portion of the purchase price of the Momentum Acquisition and related expenses (and only so long as the Loan Parties acquire not less than 95% of the value of the proved developed producing Momentum Assets), less the amount of principal payments made by the Loan Parties in respect of the Bridge Loan Debt following the First Amendment Effective Date but prior to bank guarantees issued by Commerzbank up to an aggregate amount such time of 500,000 Eurodetermination.

Debt. Not, Borrower may incur indebtedness other than the Indebtedness provided each of the following terms and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, exceptconditions are satisfied: (a) Obligations under this Agreement any such indebtedness ("Subordinate Debt") shall be incurred by Borrower solely for or in respect of the operation of the Mortgaged Property in the ordinary course of business as a residential apartment rental project. Such Subordinate Debt shall be and remain payable to, held by, and in favor of only an “AIMCO Subordinate Lender”, which shall be defined as: AIMCO REIT, AIMCO OP or any entity in which AIMCO REIT or AIMCO OP holds Controlling Interest(s), whether directly or indirectly, and which entity shall have a term of existence not expiring prior to 10 years after the other Loan Documentsmaturity date of the Note; (b) Debt except (1) as set forth in Subsection (c), or (2) for any debt secured by Liens permitted by Section 7.2(d)an ownership interest in Borrower, any such Subordinate Debt shall be unsecured, and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000be evidenced by a note or any like instrument; (c) any Subordinate Debt may be evidenced by a note and/or secured by a lien on the Mortgaged Property and/or the other assets of Borrower provided that: (i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant total debt service coverage ratio with respect to the Guarantee Mortgaged Property after the proposed Subordinate Debt is incurred and/or secured by the Mortgaged Property will equal at least a ratio of 1.10:1, as determined by Lender in its reasonable discretion. (As used herein, the term "total debt service coverage ratio" means the ratio of (A) the annual net operating income from the Mortgaged Property during the preceding 12 month period which is available for repayment of debt, after deducting reasonable and Collateral Agreement as additional collateral security for customary operating expenses, to (B) the Obligationsaggregate annual principal and interest payable under the Note, the proposed Subordinate Debt and any other then existing Subordinate Debt encumbering the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and Mortgaged Property); (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes the principal amount of Foreign Subsidiaries in an aggregate amount whichsuch Subordinate Debt, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to Indebtedness and in accordance with Section 7.11(a)(iii)all other Subordinate Debt then encumbering the Mortgaged Property, does shall not exceed $5,000,000 85% of the value of the Mortgaged Property at any the time outstandingthe Borrower incurs the proposed Subordinate Debt, (providedas determined by Lender, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations)Lender’s sole discretion; (diii) Hedging Obligations incurred any note and security instrument evidencing or securing such Subordinate Debt (A) shall by its terms be expressly subordinate to satisfy Borrowers’ obligations the Indebtedness and to all amendments, extensions and renewals thereof; (B) shall provide that the AIMCO Subordinate Lender cannot exercise its remedies for a default under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) such Subordinate Debt described on Schedule 7.1 as without the prior written consent of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; Lender; (fC) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisitionprovide that, so long as the aggregate obligations Indebtedness is outstanding, all payments under any such note and/or security therefor shall accrue if the same are unpaid; (D) shall provide that payments shall be made in the following order: (1) amounts due with respect of such purchase price adjustments would not result in a breach to the operation and maintenance of the Mortgaged Property, including, without limitation, all monthly installments of principal and interest on the Indebtedness and any other operating expenses, capital expenses and tax and insurance payments, (2) amounts due with respect to any Subordinate Debt which is secured by a lien on the Mortgaged Property, and (3) amounts due with respect to any Subordinate Debt not secured by a lien on the Mortgaged Property; (E) shall provide that the AIMCO Subordinate Lender shall provide Lender with notice of any default under the Subordinate Debt not cured within any applicable grace period at the same time it provides such notice to the Borrower; and (F) shall prominently state that the instrument and the Subordinate Debt are not assignable or otherwise transferable except to another AIMCO Subordinate Lender; (iv) Borrower delivers to Lender evidence in writing that the Subordinate Debt loan documents, the total debt service coverage ratio and the aggregate loan to value ratio limitations set forth herein comply in Section 7.11;all respects with the provisions of this Section; and (jv) Borrower's incurring of Subordinate Debt incurred and, if applicable, placement of a subordinate lien on the Mortgaged Property securing such Subordinate Debt shall not constitute an Event of Default under this instrument. (d) Borrower and the AIMCO Subordinate Lender shall execute such instruments and documents in connection with the financing status of insurance premiums such Subordinate Debt as Lender shall from time to time reasonably request, such document to be in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower form of the Debt subordination agreement attached hereto as Appendix 1. Borrower shall bear any and all expenses necessary in connection with its compliance with the provisions of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrowerthis subsection (d), in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debtincluding, in addition to the Debt listed abovewithout limitation, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Euroreasonable Attorneys' Fees.

Debt. Not(a) The Borrower will not, and will not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the other Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000; (i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign its Restricted Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iiiIncur any Debt (including Acquired Debt), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the Borrower and any of its Restricted Subsidiaries may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom: (1) the Consolidated Fixed Charge Coverage Ratio of the Borrower and its Restricted Subsidiaries, determined on a Pro Forma Basis, including as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four Quarter Period had been Incurred and the proceeds thereof had been applied at the beginning of the Four Quarter Period, and any other Debt repaid since the beginning of the Four Quarter Period had been repaid at the beginning of the Four Quarter Period, would be greater than [REDACTED – Commercially Sensitive Information]; and (2) no Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt; provided that the then outstanding aggregate principal amount thereof of Debt that may be Incurred pursuant to this paragraph by Restricted Subsidiaries that are not Guarantors shall not exceed the “Maximum Second Lien Principal Amount” greater of (as such term is defined x) [REDACTED – Time Period] and (y) [REDACTED – Percentage] of Consolidated Total Assets (in each case, determined on the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect date of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 EuroIncurrence).

Debt. NotNo Loan Party shall, and not nor shall it permit any other Loan Party of its Subsidiaries to, create, assume, incur, assume or suffer to exist 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 incurred in the ordinary course of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement and shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (bix) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that upon the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000; (i) Debt issuance of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at such Debt, the written request of Agent, such Debt Borrowing Base shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and automatically reduced in accordance with and to the extent required by Section 7.11(a)(iii2.2(e), does not exceed $5,000,000 at ; and (x) any time outstanding, (provided, such issuance of Debt in excess of $500,000 in the aggregate under pursuant to this clause (iiSection 6.1(g) shall be evidenced by notes, applied to repay any Second Lien Debt in full and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof Loan Documents shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5be simultaneously terminated; (h) 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, Second Lien Debt; provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence;that: (i) purchase price adjustments the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of working capital by Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in connection accordance with any Permitted Acquisition, so long as and to the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in extent required by Section 7.112.2(e); (ji) Debt incurred in connection with the financing endorsements of insurance premiums negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower described in clause (k) of the Debt definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary permitted obligations of the Debt of any Borrower, in each case so long as another Loan Party; provided that such Debt is permitted under this Section 7.1guaranty would otherwise be Permitted Debt; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not (x) at any time exceeding $2,000,000; (m) that the Second Lien Loan Documents are in effect, unsecured Debt consisting not otherwise permitted under the preceding provisions of unsecured earn-out obligations incurred pursuant to this Section 6.1; provided that, the consummation of Permitted Acquisitions, so long as (i) the aggregate outstanding principal amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does thereof shall not exceed $10,000,000 in the aggregate for all Loan Parties 2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding and (ii) such Debt does principal amount thereof shall not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in 5,000,000 at any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Eurotime.

Debt. NotThe Parent and the Borrower will not, and will not permit any of the other Loan Party Restricted Subsidiaries to, incur, create, incur, assume or suffer to exist any Debt, except: (a) Obligations the Loans or other Indebtedness arising under this Agreement and the Loan Documents or any guaranty of or suretyship arrangement for the Loans or other Indebtedness arising under the Loan Documents;. (b) Debt secured by Liens permitted by Section 7.2(d), of the Parent and extensions, renewals and refinancings thereofits Restricted Subsidiaries existing on the date hereof that is reflected on Schedule 9.02. (c) Debt under Capital Leases or that constitutes Purchase Money Debt; provided that the aggregate amount Funded Debt permitted by this clause (c) together with all Funded Debt described in clause (g) of all such Debt at any time outstanding this Section 9.02 shall not exceed $1,000,000; (i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note 10,000,000 in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate principal amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any one time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations);. (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) intercompany Debt described on Schedule 7.1 as of between the Closing Date, Parent and any extension, renewal Restricted Subsidiary or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of businessbetween Restricted Subsidiaries, provided that such Debt is extinguished within two subordinated to the Indebtedness as and to the extent provided in the Guaranty Agreement. (2e) Business Days of notice to Administrative Borrower Debt constituting a guaranty by the Parent or the relevant by a Restricted Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) other Debt permitted to be incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; 9.02. (f) Debt under the Permitted Senior Unsecured Notes and guaranties guarantees thereof by any Borrower Credit Party; provided that after giving effect to the issuance thereof, the application of the Debt of proceeds thereof, and any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary automatic reduction of the Borrowing Base pursuant to Section 2.08(e) on account thereof: (A) the Parent shall be in pro forma compliance with Section 9.01 and (B) no Event of Default or Borrowing Base Deficiency shall exist. (g) other Funded Debt; provided that the Funded Debt permitted by this clause (g) together with all Funded Debt described in clause (c) of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does 9.02 shall not exceed $10,000,000 in the aggregate for all Loan Parties at any one time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year;outstanding. (nh) Equity Cure Securities comprised of Debt of not permitted by the type described foregoing clauses (a) through (g) which is approved in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued writing by Commerzbank up to an aggregate amount of 500,000 Eurothe Majority Lenders.

Debt. NotHoldings and the Borrower shall not, and shall not permit any other Loan Party of its Restricted Subsidiaries to, create, incur, assume incur or suffer to exist maintain any Debt, except:other than the following Debt (collectively, “Permitted Debt”): (a) Obligations Debt of Holdings and any of its Restricted Subsidiaries under this Agreement the Loan Documents (including pursuant to Sections 2.6 and the other Loan Documents2.7); (b) (i) Debt secured by Liens permitted by Section 7.2(d)described on Schedule 8.12 (it being understood and agreed that any such Debt that is repaid shall not be reborrowed) and any Refinancing Debt in respect thereof and (ii) any intercompany Debt outstanding on the Closing Date; (c) (i) Capital Leases and purchase money Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any Equipment (as defined in Article 9 of the UCC) held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise) and extensions(ii) any Refinancing Debt incurred to Refinance such Debt; provided that, renewals at the time of incurrence and refinancings after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of Borrower, Holdings and its Restricted Subsidiaries as at the last day of the Test Period ended on or prior to the date that such Debt was incurred shall not exceed the greater of (x) $50,000,000 75,000,000 and (y) 4.255.0% of Consolidated Total Assets; (d) Debt of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or another Restricted Subsidiary that is not an Obligor, (B) any Restricted Subsidiary that is not an Obligor owing to Holdings or any Obligor; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000; (i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate incurred under this clause (iid)(B) is permitted to be incurred as an Investment pursuant to Section 8.11 or (C) any Obligor that is owing to Holdings or any Restricted Subsidiary that is not an Obligor; provided that the Debt incurred under this clause (d)(C) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant subject to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculationSubordinated Intercompany Note; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted incurred under Section 7.5; (h) Debt arising from the honoring Hedge Agreements entered into by a bank Borrower or other financial institution Restricted Subsidiary of a check, draft or similar instrument drawn against insufficient funds Holdings in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrencebusiness and not for speculative purposes; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Euro.

Debt. Not, and not permit any other Loan Party to, createCreate, incur, assume assume, permit, guarantee, or suffer otherwise become or remain, directly or indirectly, liable with respect to exist any Debt, except: (a) Obligations under Debt evidenced by this Agreement and the other Loan Documents; (b) Debt secured incurred by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000; (i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any BorrowerLoan Party; provided that at the written request time of Agent, incurrence of such Debt and after giving pro forma effect thereto, (i) the Borrower would be in compliance with Section 6.13 and (ii) no Unmatured Event of Default or Event of Default has occurred and is continuing at the time of such incurrence; provided, further, that the Loan Parties shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent cause any Debt incurred pursuant to the Guarantee this clause (b) and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall owed to any Subsidiary that is not a Loan Party to be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent Loans pursuant to the Guarantee Global Intercompany Note; (c) Debt in the form of deferred compensation (including indemnification obligations, obligations in respect of purchase price adjustments, earnouts, non-competition agreements and Collateral Agreement as additional collateral security for the Obligations)other contingent arrangements) or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any acquisition or other Investment permitted under this Agreement; (d) Hedging Obligations Debt of (i) any Loan Party to any other Loan Party, (ii) any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party and (iii) any Subsidiary that is not a Loan Party to a Loan Party; provided, that the Loan Parties shall cause any Debt incurred pursuant to satisfy Borrowers’ obligations under Section 6.9 this clause (d) and other Hedging Obligations provided by owed to any Subsidiary that is not a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculationLoan Party to be subordinated to the Loans pursuant to the Global Intercompany Note; (e) Debt described on Schedule 7.1 as and obligations in respect of self-insurance and obligations in respect of bids, tenders, trade contracts (other than for payment of Debt), leases (other than Capitalized Lease Obligations), public or statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature and similar obligations or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case provided in the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increasedordinary course of business; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations Debt arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; customary cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements, and cash pooling arrangements among the Borrower or one or more Subsidiaries of the Borrower and a financial institution (hor an in-house bank) and Debt arising rising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds funds, in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums each case in the ordinary course of business; (kg) guaranties by Holdings in the ordinary course of any business of the obligations of suppliers, customers, franchisees and licensees of Loan Parties and Subsidiaries; (h) Debt of any Borrower a Loan Party or any Wholly-Owned Domestic Subsidiary Subsidiaries under (A) any Cash Management Agreement in the ordinary course of business or (B) any Hedging Agreement so long as such Hedging Agreements are used solely as a part of its normal business operations as a risk management strategy or hedge against changes resulting from market operations and not as a means to speculate for investment purposes on trends and shifts in financial or commodities markets; provided, solely in respect of this clause (h)(ii), to the extent and owed to any Subsidiary that is not a Loan Party, the payment of any obligations in respect thereof shall be subordinated to the prior payment in full of the Obligations on terms and conditions reasonably satisfactory to the Agent; (i) Debt outstanding (or, in the case of such Borrower a revolving facility, committed) on the Closing Date and (other than in the case of intercompany Debt) described in Schedule 6.1 hereof and Refinancing Debt in respect thereof; (j) Debt incurred in the ordinary course of business under incentive, non-compete, consulting, deferred compensation, or such Subsidiary is permitted under this Section 7.1; and guaranties other similar arrangements incurred by any Borrower Loan Party or Subsidiary; (k) Debt incurred in the ordinary course of business with respect to the Debt financing of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1insurance premiums; (l) other unsecured Debtcustomary obligations of a general partner, manager or member of a Fund in addition respect of subscription credit facilities or similar credit facilities of such Fund relating to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000Liens granted as permitted by Section 6.2(h); (m) other Debt consisting of unsecured earn-out obligations incurred Subsidiaries (other than any Loan Party) in an aggregate principal amount not to exceed, at the time of incurrence of such other Debt, the greater of (i) $25,000,000 and (ii) 30% of Consolidated Adjusted EBITDA for the most recent four fiscal quarter period with respect to which financial statements have been, or were required to have been, delivered pursuant to the consummation of Permitted AcquisitionsSection 5.2(a) or (b), so long as after giving pro forma effect thereto, (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability Borrower would be in accordance compliance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding Section 6.13 and (ii) no Unmatured Event of Default or Event of Default has occurred and is continuing at the time of incurrence of any such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Yearother Debt; (n) Equity Cure Securities comprised other Debt in an aggregate amount outstanding at any time not in excess of $10,000,000; (o) guaranties by Loan Parties and Subsidiaries in respect of real estate lease obligations incurred in the ordinary course of business; (p) guaranties by the Borrower of Debt of a Guarantor or guaranties by a Guarantor of Debt of the Borrower with respect to, in each case, to Debt otherwise permitted pursuant to this Section 6.1; provided, that if the Debt that is being guaranteed is unsecured and/or subordinated to the Obligations, the guaranty shall also be unsecured and/or subordinated to the Obligations; (q) Purchase Money Debt; (r) Debt in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business or consistent with past practice, in each case, in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other reimbursement-type described in Section 7.14.4obligations regarding workers’ compensation claims; and (os) obligations of one Debt assumed after the Closing Date in connection with any Permitted Acquisition (or more Loan Parties in similar Investment permitted hereunder); provided that (A) the only obligors with respect to bank guarantees issued any Debt assumed pursuant to this clause (i) shall be those Persons who were obligors of such Debt prior to such Permitted Acquisition or Investment (or in the case of a purchase of assets not constituting Equity Interests, the purchaser of such assets), (B) such Debt was not created in contemplation of such Permitted Acquisition or Investment, (C) to the extent such Debt is secured by Commerzbank up a Lien on any assets or property of the Borrower or any of its Subsidiaries, it shall be subject to an aggregate amount of 500,000 Euroany applicable limitations set forth in Section 6.2(u) and (D) after giving pro forma effect thereto, the Borrower would be in compliance with Section 6.13.

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the other Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,0005,000,000; (ic) Debt of any Borrower Loan Party to any Wholly-Owned Domestic Subsidiary or another Loan Party or, to the extent permitted under Section 11.10 hereof, Debt of any Wholly-Owned Domestic Subsidiary to any Borrower Loan Party or another Wholly-Owned Domestic Subsidiary of any BorrowerLoan Party to any Subsidiary; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to the Administrative Agent and pledged and delivered to the Administrative Agent pursuant to the Guarantee and Collateral Agreement Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Borrowers hereunder in a manner reasonably satisfactory to the Administrative Agent; and ; (iid) Subordinated Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed exceeding $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (de) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (ef) Debt described on Schedule 7.1 as of the Closing Date, 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (fg) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined Endorsements for collection or deposit of any commercial paper secured in the Second Lien Intercreditor Agreement)ordinary course of business; (gh) Guaranties of Debt otherwise permitted hereunder; (i) Debt assumed by any Loan Party in connection with an Acquisition permitted by Section 11.5 so long as the amount thereof does not exceed 50% of the total consideration to be paid by such Loan Party in respect of such Acquisition and no more than $1,000,000 of such assumed Debt is secured; (j) Contingent Obligations Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Acquisitions permitted under Section 11.5 and purchasers in connection with dispositions permitted under Section 7.5; (h) 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 two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business;11.5; and (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Euro10,000,000.

Debt. NotNo Credit Party shall, and not nor shall it permit any other Loan Party of its Subsidiaries to, create, assume, incur, assume or suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) Obligations under this Agreement and the other Loan DocumentsObligations; (b) intercompany Debt secured owed by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereofany Credit Party to any other Credit Party; provided that the aggregate amount of all that, if applicable, such Debt at any time outstanding shall not exceed $1,000,000as an investment is also permitted in Section 6.3; (ic) Debt in the form of any Borrower accounts payable to any Wholly-Owned Domestic Subsidiary trade creditors for goods or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form services and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security current operating liabilities (other than for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (iiborrowed money) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with in each case, is incurred in the aggregate amount ordinary course of equity contributions to Foreign Subsidiaries 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 pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, GAAP regardless of whether such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations)reserves are required thereunder; (d) Hedging Obligations incurred purchase money indebtedness or Capital Leases in an aggregate principal amount not to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations exceed $500,000 at any time; provided by no Credit Party may enter into additional indebtedness of the type described in this clause (d) if a Lender Default is continuing or an Affiliate thereof for bona fide hedging purposes and not for speculationincurring the additional indebtedness could reasonably be expected to cause a Default; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increasedHedging Arrangements permitted under Section 6.15; (f) Debt arising from the Second Lien Obligations endorsement of instruments for collection in accordance with the Second Lien Intercreditor Agreementordinary course of business; (g) unsecured Funded Debt not otherwise permitted under the preceding provisions of this Section 6.1; providedprovided that, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5$500,000 at any time; (h) 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 two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted AcquisitionsCredit 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 that is reflected on fully cancelled upon termination of the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in underlying insurance policy, and (iii) the aggregate for all Loan Parties principal amount of Debt at any time outstanding and pursuant to this clause (iih) such Debt does shall not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4100,000; and (oi) unsecured Debt to the extent such unsecured Debt would be an Investment permitted by Section 6.3; (j) guarantees of primary obligations of one or more Loan Parties any other Person; provided that the primary obligations so guaranteed are permitted by this Agreement; and (k) Debt in respect to bank guarantees issued by Commerzbank up to 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 of 500,000 Euronot to exceed $100,000.

Debt. NotThe Borrower will not, and will not permit any other Loan Party Restricted Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or other Secured Obligations arising under this Agreement and the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Secured Obligations arising under the Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d), of the Borrower and extensions, renewals and refinancings thereof; provided its Restricted Subsidiaries existing on the date hereof that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000is reflected on Schedule 9.02; (ic) Debt of any Borrower to any Whollycontingent obligations as a non-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form operator under oil and substance reasonably satisfactory to Agent gas operating agreements and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the contingent obligations under such demand note shall be subordinated to the Obligations hereunder gas sale contracts for make-up volumes on sales of gas, in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations each case incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (kd) guaranties Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that such Debt shall not to exceed $5,000,000 in aggregate principal amount at any one time outstanding; (e) Debt incurred to finance the acquisition, construction or improvement of the Borrower’s corporate headquarters office building; provided that such Debt shall not to exceed $10,000,000 in aggregate principal amount at any one time outstanding; (f) Debt associated with bonds, letters of credit, surety or similar obligations required by Holdings Governmental Requirements in connection with the operation of the Oil and Gas Properties; (g) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt of is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or any one of its Wholly-Owned Domestic Subsidiary so long as Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Secured Obligations on terms set forth in the Guaranty Agreement. (h) endorsements of negotiable instruments for collection in the ordinary course of business; (i) Debt which represents an extension, refinancing, or renewal of any of the foregoing; provided that, (i) the principal amount of such Borrower Debt is not increased (other than by the costs, fees, and expenses and by accrued and unpaid interest and premium paid in connection with any such extension, refinancing or renewal), (ii) the interest rate of such Subsidiary Debt is permitted under this Section 7.1; and guaranties by not increased, (iii) any Borrower Liens securing such Debt are not extended to any additional property of any Credit Party, (iv) no Credit Party that is not originally obligated with respect to repayment of such Debt is required to become obligated with respect thereto, (v) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Debt so extended, refinanced or renewed, (vi) the terms of any Wholly-Owned Domestic Subsidiary such extension, refinancing, or guaranties renewal are not materially more restrictive to the obligor thereunder, taken as a whole, than the original terms of such Debt and (vii) if the Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to the Secured Parties as those that were applicable to the refinanced, renewed, or extended Debt; (i) Permitted 0000 Xxxx Xxxx described in clause (a) of the definition thereof, and (ii) Debt which represents an extension, refinancing, or renewal thereof; provided that, (A) the principal amount of such Debt is not increased (other than by the costs, fees, and expenses and by accrued and unpaid interest and premium paid in connection with any Subsidiary such extension, refinancing or renewal), (B) the interest rate of such Debt is not increased above the market rate of interest at the time of such extension, refinancing or renewal, (C) no Credit Party that is not obligated pursuant to the terms of the Permitted 2013 Bond Documents with respect to repayment of such Debt is required to become obligated with respect thereto, (D) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Debt so extended, refinanced or renewed and such extension, refinancing or renewal does not result in any principal amount owing in respect of Permitted 0000 Xxxx Xxxx becoming due earlier than the date that is 365 days following the Maturity Date, and (E) the terms of any Borrowersuch extension, refinancing, or renewal are not materially less favorable to the obligors thereunder, taken as a whole, than the original terms of such Debt; (k) Permitted Unsecured Debt in each case so long as such Debt is permitted under this Section 7.1;an aggregate outstanding principal amount not to exceed $100,000,000; and (l) other unsecured Debt, Debt not to exceed $5,000,000 in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Eurooutstanding.

Debt. NotThe Borrower will not, and will not permit any other Loan Party Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Obligations arising under this Agreement and the other Loan Documents or any guaranty of or suretyship arrangement for the Obligations arising under the Loan Documents; (b) 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 which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (c) Debt secured under Capital Leases not to exceed $2,500,000; (d) Debt associated with bonds or surety obligations required by Liens Governmental Requirements in connection with the operation of the Oil and Gas Properties; (e) intercompany Debt between the Borrower and any Subsidiary Guarantor or between Subsidiary Guarantors to the extent permitted by Section 7.2(d9.05(g), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall is not exceed $1,000,000; (i) Debt of any Borrower held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Domestic Subsidiary or Subsidiaries, and, provided further, that any such Debt of any Wholly-Owned Domestic Subsidiary to any owed by either the Borrower or another Wholly-Owned Domestic a Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note Guarantor shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 Indebtedness on terms set forth in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increasedGuaranty Agreement; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor endorsements of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds negotiable instruments for collection in the ordinary course of business, ; and (g) Debt under the Subordinated Promissory Note in an aggregate principal amount not to exceed $25,000,000; provided that that: (i) such Debt is extinguished within two unsecured and shall not have the benefit of any guarantee, letter of credit or other credit support or security; (2ii) Business Days such Debt is fully subordinated in right of notice payment and liquidation to Administrative Borrower the Obligations pursuant to the Note Subordination Agreement; (iii) such Debt has a scheduled maturity date that is no earlier than one year after the Maturity Date; (iv) such Debt does not provide for scheduled or mandatory prepayments, redemptions, repayments, or defeasance of principal for any consideration on any date prior to one year after the relevant Subsidiary Maturity Date; (v) the non-default interest rate on the outstanding principal amount of its incurrence; such Debt as of any day does not exceed the highest non-default interest rate per annum that may be applicable to Borrowings pursuant to the terms hereof as of such day (iand the terms of such Debt permit accrued and unpaid interest to be capitalized to the outstanding principal thereof (i.e., PIK interest)); (vi) purchase price adjustments in respect such Debt does not contain (A) any financial covenants or any other affirmative or negative covenants or (B) cross defaults to or for any other Debt or any other events of working capital by default (other than the failure to make any payment of principal when due on the maturity date); (vii) such Debt does not have any restriction on the ability of the Borrower or any of its Subsidiaries in connection with any Permitted Acquisitionto amend, so long as supplement or modify this Agreement or the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; other Loan Documents; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (iiviii) such Debt does not result in payment obligations have any restrictions on the ability of the Loan Parties that Borrower or any of its Subsidiaries to guarantee the Obligations or pledge assets as collateral security for the Obligations; (ix) such Debt is not assignable or transferable and shall be held at all times by the Parent; and (x) such Debt shall at all times be evidenced by the Subordinated Promissory Note (and pledged in favor of the Administrative Agent pursuant to a Security Instrument in form and substance satisfactory to the Administrative Agent). (h) other Debt not to exceed $3,000,000 2,500,000 in the aggregate in at any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Eurotime outstanding.

Debt. Not(a) Prior to the Investment Grade Rating Date, the Borrower will not, and will not permit any other Loan Party of its Restricted Subsidiaries to, create, incur, assume or suffer permit to exist any Debt, except:except (without limiting the provisions of Section 6.12): (ai) Obligations Debt created under this Agreement and the other Loan Documents; (bii) Debt secured by Liens permitted by Section 7.2(d)of the Borrower or any of its Restricted Subsidiaries existing on the Availability Date and set forth on Schedule 6.01, and extensions, renewals and refinancings thereof that do not increase the outstanding principal amount thereof; (iii) Debt of the Borrower or any other Loan Party owing to the Borrower or any of its Restricted Subsidiaries; provided that (A) such Debt shall not have been transferred to any Person other than the Borrower or any of its Subsidiaries and (B) in the case of Debt owed by a Loan Party to a Restricted Subsidiary that is not a Loan Party, such Debt is unsecured and subordinated in right of payment to the Obligations on terms reasonably satisfactory to the Administrative Agent; (iv) Debt of the Borrower or any other Loan Party owing to Xxxx or any of its Subsidiaries (other than Xxxx XX, the Borrower or any of its Subsidiaries); provided that (A) that such Debt shall not be transferred to any Person other than Xxxx or any of its Subsidiaries and (B) such Debt is unsecured and subordinated in right of payment to the Obligations on terms reasonably satisfactory to the Administrative Agent; (v) Debt of the Borrower or any of its Restricted Subsidiaries owing to Xxxx or any of its Subsidiaries (other than Xxxx XX, the Borrower or any of its Subsidiaries) that is assumed by the Borrower or such Restricted Subsidiary in connection with any Midstream MLP IPO Transaction or any Midstream MLP Drop-Down Transaction; provided that such Debt shall not be transferred to any Person other than Xxxx or any of its Subsidiaries; (vi) to the extent constituting Debt, obligations of the Borrower or any of its Restricted Subsidiaries owing to Xxxx or any of its Subsidiaries (other than Xxxx XX, the Borrower or any of its Subsidiaries) under any Material Agreement, provided that such obligations (A) shall not constitute indebtedness for borrowed money (including indebtedness evidenced by debt securities) or other obligations primarily intended as a financing obligation and (B) shall not be transferred to any Person other than Xxxx or any of its Subsidiaries; (vii) Guarantees of Debt permitted under this Section, provided that a Restricted Subsidiary that is not a Loan Party shall not Guarantee Debt that it would not have been permitted to incur under this Section if it were a primary obligor thereon; (viii) Debt in respect of trade letters of credit issued for the account of the Borrower or any of its Restricted Subsidiaries; (ix) Debt owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Debt shall be repaid in full within 30 days of the incurrence thereof; (x) Debt of the Borrower or any Restricted Subsidiary (A) incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capitalized Lease Obligations, but only to the extent that such Debt is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, or (B) assumed in connection with the acquisition of any fixed or capital assets, and any extensions, renewals and refinancings of any of the foregoing; provided that, immediately after giving effect to the creation, incurrence or assumption of any such Debt, the sum, without duplication, of (I) the aggregate principal amount of all Debt outstanding in reliance on this clause (x), together with the aggregate principal amount of all Debt outstanding in reliance on Sections 6.01(a)(xi) and 6.01(a)(xii), and (II) the aggregate amount of Attributable Debt under all Sale/Leaseback Transactions then outstanding shall not exceed 15% of the Consolidated Net Tangible Assets as of such time; (xi) Debt of any Restricted Subsidiary of the Borrower that becomes a Subsidiary after the Availability Date (or of any Person not previously a Subsidiary that is merged or consolidated with or into any such Restricted Subsidiary) in a transaction permitted hereunder, but only to the extent that such Debt exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) and is not created in contemplation of or in connection with such Person becoming a Subsidiary (or such merger or consolidation); provided that, immediately after giving effect to the creation, incurrence or assumption of any such Debt, the sum, without duplication, of (1) the aggregate principal amount of all Debt outstanding in reliance on this clause (xi), together with the aggregate principal amount of all Debt outstanding in reliance on Sections 6.01(a)(x) and 6.01(a)(xii), and (2) the aggregate amount of Attributable Debt under all Sale/Leaseback Transactions then outstanding shall not exceed 15% of the Consolidated Net Tangible Assets as of such time; (xii) other Debt of the Borrower and Restricted Subsidiaries; provided that, immediately after giving effect to the creation, incurrence or assumption of any such Debt, the sum, without duplication, of (1) the aggregate principal amount of all Debt outstanding in reliance on this clause (xii), together with the aggregate principal amount of all Debt outstanding in reliance on Sections 6.01(a)(x) and 6.01(a)(xi), and (2) the aggregate amount of Attributable Debt under all Sale/Leaseback Transactions then outstanding shall not exceed 15% of the Consolidated Net Tangible Assets as of such time; (xiii) other Debt of Xxxx TGP Operations LP, Xxxx Export Logistics Operations LP, Xxxx North Dakota Pipelines Operations LP and any other Subsidiary that is not wholly owned, directly or indirectly, by the Borrower; provided that the aggregate principal amount of all such Debt outstanding in reliance on this clause (xiii) shall not at any time outstanding shall not exceed $1,000,000;50,000,000; and (xiv) Debt of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary in respect of cash pooling arrangements entered into in the ordinary course of business among the Borrower and the Restricted Subsidiaries. (b) From and after the Investment Grade Rating Date, the Borrower will not permit any of its Restricted Subsidiaries that is not a Loan Party to create, incur, assume or permit to exist any Debt, except (without limiting the provisions of Section 6.12): (i) Debt of any Borrower such Restricted Subsidiary owing to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any the Borrower or another Wholly-Owned Domestic Subsidiary any of any Borrowerits Restricted Subsidiaries; provided that at such Debt shall not have been transferred to any Person other than the written request Borrower or any of Agentits Subsidiaries; (ii) Debt in respect of trade letters of credit issued for the account of any such Restricted Subsidiary; (iii) Debt owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Debt shall be evidenced by a demand note repaid in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to full within 30 days of the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations)incurrence thereof; (div) Hedging Obligations Debt of any such Restricted Subsidiary (A) incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender finance the acquisition, construction or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as improvement of the Closing Dateany fixed or capital assets, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of businessincluding Capitalized Lease Obligations, provided that such Debt is extinguished incurred prior to or within two (2) Business Days of notice to Administrative Borrower 180 days after such acquisition or the relevant Subsidiary completion of its incurrencesuch construction or improvement, or (B) assumed in connection with the acquisition of any fixed or capital assets, and any extensions, renewals and refinancings of any of the foregoing; (iv) purchase price adjustments Debt of any such Restricted Subsidiary that becomes a Subsidiary of the Borrower after the Availability Date (or of any Person not previously a Subsidiary that is merged or consolidated with or into any such Restricted Subsidiary) in respect a transaction permitted hereunder, provided that such Debt exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) and is not created in contemplation of working capital by or in connection with such Person becoming a Subsidiary (or such merger or consolidation); (vi) to the extent constituting Debt, obligations of any such Restricted Subsidiary owing to Hess or any of its Subsidiaries (other than the Borrower or any of its Subsidiaries) under any Material Agreement, provided that such obligations (A) shall not constitute indebtedness for borrowed money (including indebtedness evidenced by debt securities) or other obligations primarily intended as a financing obligation and (B) shall not be transferred to any Person other than Hess or any of its Subsidiaries in connection with (other than the Borrower or any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11its Subsidiaries); (jvii) Guarantees of Debt incurred in connection with the financing of insurance premiums in the ordinary course of businesspermitted under this Section; provided that a Restricted Subsidiary that is not a Loan Party shall not Guarantee Debt that it would not have been permitted to incur under this Section if it were a primary obligor thereon; (kviii) guaranties by Holdings other Debt of such Restricted Subsidiaries, provided that, immediately after giving effect to the creation, incurrence or assumption of any such Debt, the sum, without duplication, of (1) the aggregate principal amount of all Debt outstanding in reliance on this clause (viii), (2) the aggregate principal amount of all Debt of any the Borrower or any Wholly-Owned Domestic Subsidiary so long other Loan Party then outstanding that is secured by Liens permitted under Section 6.02(b)(x) and (3) the aggregate amount of Attributable Debt under all Sale/Leaseback Transactions then outstanding shall not exceed 15% of the Consolidated Net Tangible Assets as of such time; and (ix) other Debt of such Borrower Xxxx TGP Operations LP, Hess Export Logistics Operations LP, Xxxx North Dakota Pipelines Operations LP and any other Subsidiary that is not wholly owned, directly or such Subsidiary is permitted under indirectly, by the Borrower; provided that the aggregate principal amount of all Debt outstanding in reliance on this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; clause (lix) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount shall not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Euro50,000,000.

Debt. NotThe Borrower will not, and not nor will it permit any other Loan Party of the Restricted Subsidiaries to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or other Obligations arising under this Agreement and the other Loan Documents, Cash Management Agreements or the Secured Swap Agreements; (b) Debt secured by Liens permitted by Section 7.2(d), of the Borrower and extensions, renewals the other Credit Parties existing on the date hereof that is reflected on Schedule 9.02 and refinancings thereofany Permitted Refinancing Debt issued or incurred to refinance such Debt. (c) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the aggregate principal amount of all such Debt described in this Section 9.02(c) at any one time outstanding shall not to exceed $1,000,00050,000,000 in the aggregate; (d) intercompany Debt between the Borrower and any other Credit Party or between Credit Parties; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Credit Party; and, provided further, that any such Debt owed by a Credit Party shall be subordinated to the Obligations on terms set forth in the Guarantee Agreement; (e) Debt constituting a guaranty by a Credit Party of Debt permitted to be incurred under this Section 9.02 and any Permitted Refinancing Debt in respect thereof; (f) (i) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding, which may be secured as permitted by Section 9.03; provided, however, that the Borrowing Base shall have been adjusted to the extent required by Section 2.06(e) and (ii) Permitted Refinancing Debt in respect thereof; (g) Debt arising under Swap Agreements in compliance with Section 9.16; (i) Specified Additional Debt; provided that (A) immediately after giving effect to the incurrence or issuance thereof and the use of proceeds therefrom (and any Transfer, any acquisition, any designation of any Restricted Subsidiary as an Unrestricted Subsidiary and any other transactions related thereto or in connection therewith), the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 as of the last day of the immediately preceding fiscal quarter for which financial statements are available and (B) the Borrowing Base shall have been adjusted to the extent required by Section 2.06(e) (the “Additional Debt Conditions”) and (ii) any Permitted Refinancing Debt in respect of Debt described in clause (i); (i) Debt incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of Property (including “earn-outs” or similar obligations) and purchase price adjustments in respect of the purchase of Property (including pursuant to any Permitted Acquisition or Investment permitted hereunder); (i) Debt of the Borrower or any Borrower Restricted Subsidiary assumed in connection with any acquisition (including any Permitted Acquisition) or other Investment permitted hereunder subject to the Additional Debt Conditions (“Assumed Debt”); provided that, with respect to any Wholly-Owned Domestic Subsidiary such Debt incurred after the Effective Date, (A) immediately after giving effect to the incurrence or Debt issuance thereof and the use of proceeds therefrom (and any Transfer, any acquisition, any designation of any Wholly-Owned Domestic Restricted Subsidiary as an Unrestricted Subsidiary and any other transactions related thereto or in connection therewith), the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 as of the last day of the immediately preceding fiscal quarter for which financial statements are available and (B) if secured, secured by Junior Liens subject to any Borrower or another Wholly-Owned Domestic Subsidiary the representative of any Borrower; provided that at the written request of Agent, such Debt becoming party to a Customary Intercreditor Agreement and (C) the Borrowing Base shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant have been adjusted to the Guarantee and Collateral Agreement as additional collateral security for extent required by the ObligationsAdditional Debt Conditions, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) any Permitted Refinancing Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth Debt described in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business;9.02(j)(i); and (k) guaranties by Holdings [reserved]. For purposes of any determining compliance with Section 9.02, in the event that an item of Debt of any Borrower (or any Wholly-Owned Domestic Subsidiary so long as such Debt portion thereof) at any time, whether at the time of such Borrower incurrence or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower issuance or upon the application of all or a portion of the Debt proceeds thereof or subsequently, meets the criteria of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary more than one of the categories of permitted Debt of any described in Sections 9.02(a) through 9.02(j) above, the Borrower, in each case so long as its sole discretion, will classify and may subsequently reclassify such item of Debt is permitted under this Section 7.1; (lor any portion thereof) other unsecured Debt, in addition any one or more of the types of Debt described in Sections 9.02(a) through 9.02(j) and will only be required to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) include the amount and type of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in above Sections as determined by the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised Borrower at such time. The Borrower will be entitled to divide and classify an item of Debt in more than one of the type types of Debt described in Section 7.14.4; and (oSections 9.02(a) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Eurothrough 9.02(j) above.

Debt. NotThe Borrower will not, and not nor will it permit any other Loan Party of the Restricted Subsidiaries to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or other Obligations arising under this Agreement and the other Loan Documents, Cash Management Agreements or the Secured Swap Agreements; (b) Debt secured by Liens permitted by Section 7.2(d), of the Borrower and extensions, renewals the other Credit Parties existing on the date hereof that is reflected on Schedule 9.02 and refinancings thereofany Permitted Refinancing Debt issued or incurred to refinance such Debt. (c) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the aggregate principal amount of all such Debt described in this Section 9.02(c) at any one time outstanding shall not to exceed $1,000,00050,000,000 in the aggregate; (d) intercompany Debt between the Borrower and any other Credit Party or between Credit Parties; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Credit Party; and, provided further, that any such Debt owed by a Credit Party shall be subordinated to the Obligations on terms set forth in the Guarantee Agreement; (e) Debt constituting a guaranty by a Credit Party of Debt permitted to be incurred under this Section 9.02 and any Permitted Refinancing Debt in respect thereof; (f) (i) other Debt not to exceed $100,000,000 in the aggregate at any one time outstanding, which may be secured as permitted by Section 9.03; provided, however, that the Borrowing Base shall have been adjusted to the extent required by Section 2.06(e) and (ii) Permitted Refinancing Debt in respect thereof; (g) Debt arising under Swap Agreements in compliance with Section 9.16; (i) Specified Additional Debt; provided that (A) immediately after giving effect to the incurrence or issuance thereof and the use of proceeds therefrom (and any Transfer, any acquisition, any designation of any Restricted Subsidiary as an Unrestricted Subsidiary and any other transactions related thereto or in connection therewith), the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 as of the last day of the immediately preceding fiscal quarter for which financial statements are available and (B) the Borrowing Base shall have been adjusted to the extent required by Section 2.06(e) (the “Additional Debt Conditions”) and (ii) any Permitted Refinancing Debt in respect of Debt described in clause (i); (i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days business in respect of notice to Administrative obligations of the Borrower or any Restricted Subsidiary to pay the relevant Subsidiary deferred purchase price of its incurrence; Property (iincluding “earn-outs” or similar obligations) and purchase price adjustments in respect of working capital by any Borrower or any the purchase of its Subsidiaries in connection with Property (including pursuant to any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11Acquisition or Investment permitted hereunder); (j) (i) Debt incurred of the Borrower or any Restricted Subsidiary assumed in connection with any acquisition (including any Permitted Acquisition) or other Investment permitted hereunder subject to the financing Additional Debt Conditions (“Assumed Debt”); provided that, with respect to any such Debt incurred after the Effective Date, (A) immediately after giving effect to the incurrence or issuance thereof and the use of insurance premiums proceeds therefrom (and any Transfer, any acquisition, any designation of any Restricted Subsidiary as an Unrestricted Subsidiary and any other transactions related thereto or in connection therewith), the ordinary course Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 as of business;the last day of the immediately preceding fiscal quarter for which financial statements are available and (B) if secured, secured by Junior Liens subject to the representative of such Debt becoming party to a Customary Intercreditor Agreement and (C) the Borrowing Base shall have been adjusted to the extent required by the Additional Debt Conditions, and (ii) any Permitted Refinancing Debt in respect of Debt described in Section 9.02(j)(i); and (k) guaranties by Holdings [reserved]. For purposes of any determining compliance with Section 9.02, in the event that an item of Debt of any Borrower (or any Wholly-Owned Domestic Subsidiary so long as such Debt portion thereof) at any time, whether at the time of such Borrower incurrence or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower issuance or upon the application of all or a portion of the Debt proceeds thereof or subsequently, meets the criteria of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary more than one of the categories of permitted Debt of any described in Sections 9.02(a) through 9.02(j) above, the Borrower, in each case so long as its sole discretion, will classify and may subsequently reclassify such item of Debt is permitted under this Section 7.1; (lor any portion thereof) other unsecured Debt, in addition any one or more of the types of Debt described in Sections 9.02(a) through 9.02(j) and will only be required to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) include the amount and type of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in above Sections as determined by the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised Borrower at such time. The Borrower will be entitled to divide and classify an item of Debt in more than one of the type types of Debt described in Section 7.14.4; and (oSections 9.02(a) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Eurothrough 9.02(j) above.

Debt. NotThe Borrower will not, and will not permit any other Loan Party Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) Obligations the Indebtedness arising under this Agreement and the other Loan Documents;Documents or Secured Swap Agreements or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents or Secured Swap Agreements. (b) Debt secured by Liens permitted by Section 7.2(d)of the Borrower and the Subsidiaries existing on the date hereof that is reflected in the Financial Statements and on Schedule 9.02 and any refinancings, and extensionsrefundings, replacements, renewals and refinancings thereofextensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing). (c) Debt of any Loan Party in respect of deferred payment obligations for well completion services in connection with the development of its Oil and Gas Properties including drilling, fracking services and other related services; provided that (i) the aggregate principal amount of all such Debt payment obligations outstanding at any one time outstanding shall not exceed $1,000,000;10,000,000 and (ii) such Debt shall not be secured by any Liens (other than Excepted Liens). (id) Debt under Capital Leases or Purchase Money Debt not to exceed $1,000,000 in the aggregate at any time outstanding. (e) Debt associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations required by Law or third parties in connection with the operation of Oil and Gas Properties and otherwise in the ordinary course of business. (f) intercompany Debt between the Borrower and any Borrower Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent Subsidiaries except pursuant to the Guarantee and Collateral Agreement as additional collateral security for Loan Documents, and, provided further, that any such Debt owed by either the Obligations, and the obligations under such demand note Borrower or a Guarantor shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 Indebtedness on terms set forth in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Guaranty Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement);. (g) Contingent Obligations arising with respect to customary indemnification obligations Debt resulting from the endorsement of negotiable instruments in favor the ordinary course of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt business or arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds presented by the Borrower or any Subsidiary in the ordinary course of business, provided that such business against insufficient funds. (h) Debt is extinguished within two (2other than Debt for borrowed money) Business Days arising from judgments or orders in circumstances not constituting an Event of notice to Administrative Borrower or the relevant Subsidiary of its incurrence;Default. (i) purchase price adjustments in respect Debt of working capital by any Person at the time such Person becomes a Subsidiary of the Borrower or any Subsidiary, or is merged or consolidated with or into the Borrower or any Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of its any such Debt that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Subsidiary and is not created in contemplation of such event, (ii) neither the Borrower nor any of the Subsidiaries shall be liable for such Debt, (iii) the Borrower is in connection Pro Forma Compliance with any Permitted Acquisitionthe covenants contained in Section 9.01, so long as (iv) the principal amount of such Debt that is secured does not exceed $1,000,000 in the aggregate obligations in respect of at any time outstanding, and (v) any such purchase price adjustments would Debt that is unsecured has a maturity date not result in a breach of sooner than 120 days after the limitations set forth in Section 7.11;Maturity Date. (j) Debt incurred in connection with by the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings entering into of any guarantee of, or into another contingent obligation with respect to, other Debt or other liability of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of other Person (other than another Loan Party) to the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as extent such Debt is permitted under this Section 7.1;9.05. (k) Cima Acquisition Deferred Purchase Price Obligations; provided that the aggregate principal amount of outstanding Cima Acquisition Deferred Purchase Price Obligations (i) shall not exceed $56,666,667 as of any date during the period from April 1, 2015 through and including June 30, 2015, (ii) shall not exceed $39,166,667 as of any date during the period from July 1, 2015 through and including September 30, 2015, (iii) shall not exceed $21,666,667 as of any date during the period from October 1, 2015 through and including December 31, 2015, and (iv) shall be paid in full on or prior to December 31, 2015. (l) unsecured Debt or Debt secured by Liens on Property other unsecured Debt, than Oil and Gas Properties not to exceed $1,000,000 in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000;outstanding. (m) unsecured Debt consisting of unsecured earn-out obligations incurred pursuant owing by the Borrower to the consummation of Permitted Acquisitions, so long as Parent which shall not exceed $1,000,000 outstanding at any time; provided that (i) any such Debt shall be on terms and conditions customary for subordinated unsecured intercompany debt and (ii) concurrently with the amount incurrence of any such Debt, the Parent shall have executed and delivered to the Administrative Agent a debt subordination agreement subordinating repayment of such Debt to the Indebtedness, in form and substance satisfactory to the Administrative Agent. (n) Debt in respect of unsecured notes, provided that (i) at the time of incurring such Debt (A) no Default has occurred and is reflected on then continuing, (B) no Default would result from the balance sheet incurrence of such Debt after giving effect to the incurrence of such Debt (and any Loan Party as a liability in accordance concurrent repayment of Debt with GAAP does not exceed $10,000,000 the proceeds of such incurrence), (C) no Borrowing Base Deficiency would result after giving effect to any automatic reduction in the aggregate for all Loan Parties Borrowing Base pursuant to Section 2.07(g) (and any concurrent repayment of Debt with the proceeds from such Senior Notes) and (D) if such Debt is incurred after the First Redetermination Date, the Borrower is in Pro Forma compliance with the covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (ii) with respect to any such Debt that exists at any time outstanding from and after the First Redetermination Date, (iiA) such Debt does not have any scheduled amortization of principal or a maturity date prior to 120 days after the Maturity Date, (B) such Debt does not contain mandatory redemption events that require redemption of such Debt prior to 120 days after the Maturity Date (other than provisions requiring offers to repurchase in connection with asset sales or any change of control), (C) such Debt does not prohibit prior repayment of Loans, (D) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents, and (E) the terms of such Debt are the result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; andarm’s-length negotiations. (o) obligations Debt which represents an extension, refinancing, or renewal of one any of the Senior Notes; provided that, if such extension, refinancing, or more Loan Parties renewal occurs on or after the First Redetermination Date, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal), (ii) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Debt so extended, refinanced or renewed and such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes becoming due earlier than the date that is 120 days after the Maturity Date, and (iii) if the Debt that is refinanced, renewed, or extended was subordinated in right of payment to bank guarantees issued by Commerzbank up the Indebtedness, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to an aggregate amount of 500,000 Eurothe Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt.

Debt. Not(a) The Borrower shall not, and not nor shall it permit any other Loan Party Guarantor to, create, incur, assume or suffer to exist any Debt, exceptDebt other than: (ai) Obligations Debt under this Agreement and the other Loan Documents; (bii) Debt outstanding on the Closing Date and described on Schedule 7.01(a) (including any extensions or renewals thereof provided that there is no increase in the principal amount thereof); (iii) Debt in respect of any Hedging Agreement with a Lender or any Affiliate of a Lender entered into in the ordinary course of business to manage foreign currency or interest rate risk for the Borrower or any Loan Party; (iv) Debt scheduled to mature after the Revolving Credit Maturity Date and the Term Loan Maturity Date; (v) Debt of the Borrower to any Subsidiary or Debt of any Subsidiary to the Borrower or any other Subsidiary; (vi) Debt (including, without limitation, Capitalized Lease Obligations) secured by Liens permitted by Section 7.2(ddescribed in clause (h) of the definition of Permitted Liens in an aggregate principal amount not to exceed Twenty Million and 00/100 Dollars ($20,000,000.00); (vii) Debt that is convertible into equity interests of the Borrower, issued either pursuant to public issuances or private placements, and extensions, renewals whether or not maturing prior to or after the later of the Revolving Credit Maturity Date and refinancings thereofthe Term Loan Maturity Date; provided that the aggregate amount holders of all such Debt have no right to cause such Debt to be purchased, redeemed or otherwise repaid (in whole or in part) in cash prior to the Revolving Credit Maturity Date or the Term Loan Maturity Date. so long as (x) no Event of Default shall have occurred and be continuing at any the time outstanding of the incurrence of such Debt or would result from the incurrence of such Debt and (y) after giving effect to the incurrence of such Debt, on a pro forma basis as if such incurrence of such Debt had occurred on the first (1st) day of the twelve-month period ending on the last day of the Borrower’s most recently completed fiscal quarter, the Borrower shall be in compliance with the financial covenants set forth in Section 7.04. (b) The Borrower shall not exceed $1,000,000;permit any of its Subsidiaries that is not a Guarantor, to create, incur, assume or suffer to exist any Debt other than: (i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic such Subsidiary to any the Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and other Subsidiary; (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital existing on the Closing Date and other general corporate purposes of Foreign Subsidiaries described on Schedule 7.01(b) (including any extensions or renewals thereof provided that there is no increase in the principal amount thereof and including any additional advances under the Investment Quebec Facility so long as such advances do not exceed Five Million One Hundred Seventy-Five Thousand and 00/100 Canadian Dollars (CDN $5,175,000.00)); and (iii) Additional Debt in an aggregate principal amount which, together with the aggregate amount not to exceed five percent (5%) of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 Consolidated Net Tangible Assets at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof ; so long as (x) no Event of Default shall have occurred and be continuing at the principal amount thereof is not increased; time of the incurrence of such Debt or would result from the incurrence of such Debt and (fy) after giving effect to the Second Lien Obligations incurrence of such Debt, on a pro forma basis as if such incurrence of such Debt had occurred on the first (1st) day of the twelve-month period ending on the last day of the Borrower’s most recently completed fiscal quarter, the Borrower shall be in accordance compliance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations covenants set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Euro.7.04

Debt. NotNo Credit Party shall, and not nor shall it permit any other Loan Party of its Restricted Subsidiaries to, create, assume, incur, assume or suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) (i) the Obligations, and (ii) the Banking Services Obligations under this Agreement and subject to the other Loan Documentslimits in Section 6.1(i) below; (b) Debt secured by Liens permitted by Section 7.2(d), existing on the date hereof and set forth in Schedule 6.1 and extensions, refinancings, refundings, replacements and renewals and refinancings thereofof any such Debt subject to the last sentence of this Section 6.1. (c) intercompany Debt incurred by any US Credit Party (including, for the avoidance of doubt, any Restricted Domestic Subsidiary of a Foreign Subsidiary) owing to any other US Credit Party; provided that the aggregate amount of all that, if applicable, such Debt at any time outstanding shall not exceed $1,000,000is also permitted as an Investment under Section 6.2; (d) (i) intercompany Debt of incurred by any Borrower Foreign Credit Party owing to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrowerother Foreign Credit Party; provided that at the written request of Agentthat, if applicable, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement is also permitted as additional collateral security for the Obligations, and the obligations an Investment under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to AgentSection 6.2; and (ii) intercompany Debt incurred by any Domestic Subsidiary of a Foreign Credit Party owing by to such Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount whichCredit Party; provided that, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (providedif applicable, such Debt in excess of $500,000 in the aggregate is also permitted as an Investment under this clause (ii) shall be evidenced by notes, Section 6.2 and the originals of such notes shall be pledged and delivered to Agent pursuant Debt is subordinated to the Guarantee Obligations on terms and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred documentation acceptable to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculationUS Administrative Agent; (e) intercompany Debt described on Schedule 7.1 as of incurred by the Closing DateCanadian Borrower and owing to any US Credit Party; provided that, (i) such Debt is evidenced by an unsecured intercompany note, (ii) the US Administrative Agent shall have a first priority Lien in such intercompany note and the receivable evidenced thereby, and any extension, renewal or refinancing thereof so long as (iii) the principal aggregate outstanding amount thereof is of all Debt pursuant to this clause (e) does not increasedexceed $10,000,000; (f) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the Second Lien Obligations last sentence of this Section 6.1, and including those set forth on Schedule 6.1) in accordance with the Second Lien Intercreditor Agreement; provided, that the an aggregate outstanding principal amount thereof shall not to exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement)$50,000,000 at any time; (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions Hedging Arrangements permitted under Section 7.56.14; (h) Debt arising from the honoring by a bank or other financial institution endorsement of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums instruments for collection in the ordinary course of business; (ki) guaranties Debt incurred by Holdings any Foreign Restricted Subsidiary under overdraft lines of credit (other than the Canadian Overdraft Accommodations) made available for the purpose of supporting the operations of any Foreign Restricted Subsidiary in Canada or any other jurisdiction that is not a Sanctioned Entity (and including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last sentence of this Section 6.1); provided that, the aggregate outstanding principal amount of such Debt permitted under this clause (i) shall not exceed $15,000,000 at any time; (j) unsecured Debt of the US Borrower evidenced by bonds, debentures, notes or other similar instruments (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last sentence of this Section 6.1); provided that, (i) the scheduled maturity date of such Debt shall not be earlier than one year after the Maturity Date, (ii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets, (iii) the aggregate amount of such Debt shall not exceed $100,000,000, and (iv) the agreements and instruments governing such Debt shall not contain (A) (x) any financial maintenance covenants that are more restrictive than those in this Agreement, or (y) any other affirmative or negative covenants that are, taken as a whole, materially more restrictive than those set forth in this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (A), (B) any restriction on the ability of the US Borrower or any Wholly-Owned Domestic of its Restricted Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Credit Documents, (C) any restrictions on the ability of any Subsidiary of the US Borrower to guarantee the Secured Obligations (as such Secured Obligations may be amended, supplemented, modified, or amended and restated), provided that a requirement that any such Subsidiary also guarantee such Debt shall not be deemed to be a violation of this clause (C), (D) any restrictions on the ability of any Restricted Subsidiary or the US Borrower to pledge assets as collateral security for the Secured Obligations (as such Secured Obligations may be amended, supplemented, modified, or amended and restated), or (E) any restrictions on the ability of any Restricted Subsidiary or the US Borrower to incur Debt under this Agreement or any other Credit Document other than a restriction as to the outstanding principal amount of such Debt in excess of $400,000,000; (k) any guaranty of Debt so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such underlying Debt is otherwise permitted under this Section 7.1hereunder; (l) Debt of any Restricted Entity that is non-recourse to any other unsecured DebtRestricted Entity and that is assumed by such Restricted Entity in connection with any Permitted Acquisition (or, if such Restricted Subsidiary is acquired as part of such Permitted Acquisition, existing prior thereto) and the refinancing and renewal thereof; provided, however, that (i) such Debt exists at the time of such Permitted Acquisition at least in addition the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such Permitted Acquisition, (ii) that such Debt is not recourse to any other Restricted Entity or any Property thereof prior to the date of such Permitted Acquisition, and (iii) the aggregate principal amount of Debt listed above, in an aggregate outstanding amount not at any time exceeding outstanding pursuant to this clause (l) shall not exceed $2,000,00010,000,000; (m) Debt consisting arising from the financing of unsecured earn-out obligations incurred pursuant to the consummation insurance premium of Permitted Acquisitionsany Restricted Entity, so long as (i) such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) any unpaid amount of such Debt that is reflected on fully cancelled upon termination of the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in underlying insurance policy, and (iii) the aggregate for all Loan Parties principal amount of Debt at any time outstanding and pursuant to this clause (iim) such Debt does shall not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year10,000,000; (n) Equity Cure Securities comprised secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last sentence of this Section 6.1); provided that, (i) the aggregate principal amount of such Debt shall not exceed $10,000,000 at any time and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (o) unsecured Debt in respect of Investments permitted by Section 6.2(d), Section 6.2(e) and Section 6.2(o); (p) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last sentence of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt of the type described in Section 7.14.4permitted under this clause (p) shall not exceed $20,000,000 at any time; and (oq) Debt constituting earn-out obligations, contingent obligations or similar obligations of one any Restricted Entity arising from or more Loan Parties relating to a Permitted Acquisition. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in respect this Section 6.1 shall be subject to bank guarantees issued by Commerzbank up to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of 500,000 Eurothe 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.

Debt. NotHoldings and the Borrower shall not, and shall not permit any other Loan Party of its Restricted Subsidiaries to, create, incur, assume incur or suffer to exist maintain any Debt, except:other than the following Debt (collectively, “Permitted Debt”): (a) Obligations Debt of Holdings and any of its Restricted Subsidiaries under this Agreement and the other Loan Documents; (b) (i) Debt described on Schedule 8.12 (it being understood and agreed that any such Debt that is repaid shall not be reborrowed) and any Refinancing Debt thereof and (ii) any intercompany Debt outstanding on the Closing Date; (i) Capital Leases and purchase money Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any Equipment (as defined in Article 9 of the UCC) held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise) and (ii) any Refinancing Debt incurred to Refinance such Debt; provided that, at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of Holdings and its Restricted Subsidiaries , shall not, when taken together with the aggregate principal amount of Debt permitted under this Section 8.12, that is secured by Liens permitted by incurred under clause (pp) of the definition of “Permitted Liens,” exceed the greater of (A) $20,000,000 and (B) 3.0% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 7.2(d6.2 Financials most recently delivered on or prior to such date of incurrence); (d) Debt of (A) any Restricted Subsidiary that is not an Obligor owing to Holdings or any Restricted Subsidiary that is not an Obligor, and extensions, renewals and refinancings thereof(B) any Restricted Subsidiary that is not an Obligor owing to another Obligor; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000; (i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate incurred under this clause (iid)(B) is permitted to be incurred as an Investment pursuant to Section 8.11 or (C) any Obligor that is owing to Holdings or any Restricted Subsidiary that is not an Obligor; provided that the Debt incurred under this clause (d)(C) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant subject to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculationSubordinated Intercompany Note; (e) Debt described on Schedule 7.1 as incurred under Hedge Agreements, provided that such Hedge Agreements are entered into by a Borrower or Restricted Subsidiary of Holdings in the Closing Date, ordinary course of business and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increasedfor speculative purposes; (f) Guaranties by Holdings and its Restricted Subsidiaries in respect of Debt of the Second Lien Obligations in accordance with the Second Lien Intercreditor Borrower or any of its Restricted Subsidiary otherwise permitted under this Agreement; providedprovided that (i) if the Debt being guaranteed is Subordinated Debt, that such Guaranties shall be subordinated in right of payment to the aggregate principal amount thereof shall not exceed Guaranty of the “Maximum Second Lien Principal Amount” (Obligations on terms at least as such term is defined favorable to the Lenders as those contained in the Second Lien Intercreditor Agreement)subordination of such Subordinated Debt, (ii) if the Debt being guaranteed by any Obligor is Debt of a Restricted Subsidiary that is not an Obligor, such Guaranty must be permitted to be incurred as an Investment pursuant to Section 8.11 and (iii) no Guaranty by any Restricted Subsidiary of any Debt of an Obligor shall be permitted unless such Restricted Subsidiary shall have also provided a Guaranty of the Obligations; (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (hi) 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, funds; provided that such Debt is extinguished within two (2) five Business Days of notice to Administrative Borrower its incurrence and (ii) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums rented in the ordinary course of business; (kh) guaranties by Holdings of any Debt of any Borrower or Obligor owing to any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the other Obligor; (i) Debt of any Wholly-Owned Domestic Obligor or Restricted Subsidiary in respect of (i) performance bonds, completion guarantees, surety bonds, appeal bonds, bid bonds, other similar bonds, instruments or guaranties by any Subsidiary of the Debt of any Borrowerobligations, in each case provided in the ordinary course of business (including to secure workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations), but excluding any of the foregoing issued in respect of or to secure Debt for Borrowed Money; (ii) Debt owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty, liability, or other insurance to any Obligor or any of its Restricted Subsidiaries, so long as the amount of such Debt is permitted not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Debt is incurred and such Debt is outstanding only during such year, (iii) Cash Management Obligations and other Debt in respect of netting services, ACH arrangements, overdraft protection and other arrangements arising under standard business terms of any bank at which any Obligor or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar facility or in connection with Deposit Accounts incurred in the ordinary course or (iv) Debt consisting of accommodation Guaranties for the benefit of trade creditors of any Obligor or any Subsidiary issued by such Obligor or Subsidiary in the ordinary course of business; (j) Debt incurred under this clause (j) and then outstanding in an aggregate principal amount, measured at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, not to exceed the greater of (x) $30,000,000 and (y) 4.5% of Consolidated Total Assets (measured as of the date such Debt was incurred based upon the Section 7.16.2 Financials most recently delivered on or prior to such date of incurrence); (k) Debt (x) representing deferred compensation, severance and health and welfare retirement benefits to current and former employees, directors, consultants, partners, members, contract providers, independent contractors or other service providers of Holdings (or any Parent Entity thereof), the Borrower and the Restricted Subsidiaries incurred in the ordinary course of business, (y) consisting of indemnities or similar obligations created, incurred or assumed in connection with Permitted Acquisitions, other Investments and the Disposition of any business, assets or Stock permitted hereunder, other than Guaranties incurred by any Person acquiring all or any portion of such business, assets or Stock for the purpose of financing such acquisition or (z) consisting of earnout obligations incurred in connection with any Permitted Acquisition permitted hereunder not to exceed in the aggregate outstanding at any time $20,000,000; provided that the holder of such earnout obligations shall have agreed to restrictions to be determined by the Agent and the Required Lenders and such earnout obligations are subordinated to the Obligations on terms and pursuant to documentation reasonably acceptable to the Agent and the Required Lenders; (l) Debt consisting of (x) obligations of Holdings (or any Parent Entity thereof), the Borrower or the Restricted Subsidiaries under deferred compensation arrangements to their employees, directors, partners, members, consultants, independent contractors or other unsecured Debtservice providers, (y) other similar arrangements incurred by such Persons in addition to the Debt listed above, in an aggregate outstanding amount not at connection with Permitted Acquisitions or (z) any time exceeding $2,000,000other Investment permitted under Section 8.11; (m) Debt consisting of unsecured earn-out obligations incurred pursuant promissory notes issued by the Restricted Subsidiaries to their current or former officers, directors, partners, members, and employees and their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes to finance the consummation retirement, acquisition, repurchase, purchase or redemption of Permitted Acquisitions, so long as Stock of Holdings (i) the amount of such Debt that is reflected on the balance sheet or Stock of any Loan Party as a liability Parent Entity or the Borrower) in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Yeareach case permitted by Section 8.10; (n) Equity Cure Securities comprised Debt consisting of (i) the financing of insurance premiums or (ii) take or pay obligations entered into in the ordinary course of business; (o) Debt incurred pursuant to the First Financial Loan Documents, in an aggregate principal amount not to exceed $30,000,000 and any Refinancing Debt related thereto; (p) Debt of any Restricted Subsidiary that is not an Obligor incurred under this clause (p); provided that (i) such Debt is not guaranteed by any Obligor, (ii) the holder of such Debt does not have, directly or indirectly, any recourse to any Obligor, whether by reason of representations or warranties, agreement of the parties, operation of law or otherwise, (iii) such Debt is not secured by any assets other than assets of such Restricted Subsidiary and its Subsidiaries and (iv) the aggregate amount of Debt incurred under this clause (p) shall not exceed the greater of (x) $10,000,000 and (y) 1.5% of Consolidated Total Assets (measured as of the type described date such Debt was incurred based upon the Section 6.2 Financials most recently delivered on or prior to such date of incurrence); (q) ABL Facility Indebtedness in Section 7.14.4an aggregate principal amount not to exceed the amount permitted under the ABL Intercreditor Agreement and any Refinancing Debt thereof not prohibited by the terms of the ABL Intercreditor Agreement; (r) Guaranties incurred in the ordinary course of business (and not in respect of Debt for borrowed money) in respect of obligations to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners; (i) unsecured Debt in respect of obligations of Holdings or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money and (ii) unsecured Debt in respect of intercompany obligations of Holdings or any Restricted Subsidiary in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and not in connection with the borrowing of money; (t) the IO-TEQ Debt in an aggregate amount not to exceed $413,080.00; (u) solely to the extent that the Permitted Sale Leaseback Transaction has occurred, Attributable Indebtedness incurred in connection with the Permitted Sale Leaseback Transaction; (v) solely to the extent that the Permitted Sale Leaseback Transaction has not occurred, purchase money Debt incurred to finance (or refinance) the acquisition of the Specified FTS Real Property in an aggregate principal amount not to exceed $50,000,000 (not including any reasonable and document out-of-pocket fees, costs and expenses incurred or assessed in connection with such Debt); (w) Debt evidenced by the Back-Stop Note, the Closing Date Note and the Equify Bridge Note, in each case, in an aggregate principal amount not to exceed the outstanding principal amount thereof on the Closing Date (such capped amount not including interest paid in kind in respect thereof at the rate per annum in effect thereunder on the Closing Date); and (ox) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (w) above. For purposes of determining compliance with this Section 8.12, in the event that an item of Debt meets the criteria of more than one of the types of Debt described in the above clauses, the Borrower, in its sole discretion, may classify (but not reclassify) such item of Debt (or any portion thereof) and will only be required to include the amount and type of such Debt in one or, if it satisfies the criteria for more than one clause above, can be allocated among one or more Loan Parties of the above clauses. The accrual of interest, the accretion of accreted value and the payment of interest in respect the form of additional Debt shall not be deemed to bank guarantees issued be an incurrence of Debt for purposes of this Section 8.12. Notwithstanding anything herein to the contrary, neither Equify Financial LLC (nor any of its Affiliates) shall loan or otherwise provide any Debt or any commitment to provide Debt to any Obligor or any other Subsidiary of Holdings (other than (i) Back-Stop Note, the Closing Date Note and the Equify Bridge Note and (ii) purchase money equipment financing to be provided by Commerzbank up Equify Financial LLC to an aggregate amount Flotek, BPC and their respective Subsidiaries for so long as such Persons (x) are not Subsidiaries of 500,000 EuroHoldings or (y) are Specified Unrestricted Subsidiaries).

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

Debt. NotNo Credit Party shall, and not nor shall it permit any other Loan Party of its Restricted Subsidiaries to, create, assume, incur, assume or suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the "Permitted Debt, except:"): (a) Obligations under this Agreement (i) the Obligations, and (ii) the other Loan DocumentsBanking Services Obligations; (b) [Reserved]; (c) intercompany Debt secured incurred by Liens permitted by Section 7.2(d), and any Credit Party owing to any other Credit Party; (d) [Reserved]; (e) [Reserved]; (f) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals and refinancings thereof; provided that ) subject to the limitations in the last sentence of this Section 6.1, in an aggregate outstanding principal amount of all such Debt not to exceed $100,000,000 at any time outstanding shall not exceed $1,000,000time; (g) Hedging Arrangements permitted under Section 6.15; (i) Debt arising from the endorsement of instruments for collection in the ordinary course of business and (ii) Debt incurred in the ordinary course of business under performance, surety and appeal bonds, government contracts, bids, statutory obligations, regulatory obligations and other obligations of a like manner; provided that, the aggregate outstanding amount of Debt under this clause (ii) shall not exceed $15,000,000 at any Borrower to any Wholly-Owned Domestic Subsidiary or time; (i) [Reserved]; (j) Debt of any Wholly-Owned Domestic Subsidiary the Borrower (and guarantees thereof by Guarantors) evidenced by term loans, bonds, debentures, notes or other similar instruments (including extensions, refinancings, refundings, replacements and renewals of thereof); provided that, (i) the scheduled maturity date of such Debt shall not be earlier than one hundred eighty days after the Maturity Date, (ii) no Default or Event of Default shall have occurred and be continuing or shall result therefrom, (iii) in the case of secured Debt, at the time of incurrence thereof and after giving pro forma effect thereto and the use of proceeds thereof, the Borrower would be in compliance with a Senior Leverage Ratio, calculated on a pro forma basis as of the most recently ended fiscal quarter or year, as applicable, for which Administrative Agent has received financial statements pursuant to any Borrower Section 5.1 on or another Wholly-Owned Domestic Subsidiary prior to the incurrence of any Borrowersuch secured Debt, that is no greater than 4.00:1.00; provided that any secured Debt incurred pursuant to this clause (j) may only be secured by a first priority security interest in the Term Loan Priority Collateral (and Administrative Agent would be granted a second priority security interest in such Term Loan Priority Collateral simultaneously with the granting of a first priority security interest therein) and/or a second priority security interest in the ABL Priority Collateral, (iv) in the case of unsecured Debt, at the written request time of Agentincurrence thereof and after giving pro forma effect thereto and the use of proceeds thereof, Borrower would be in compliance with the Leverage Ratio, calculated on a pro forma basis as of the most recently ended fiscal quarter or year, as applicable, for which Administrative Agent has received financial statements pursuant to Section 5.1 on or prior to the incurrence of such unsecured Debt, that is no greater than 5:00:1.00, (v) in the case of secured Debt, the holder of such secured Debt (or an agent or representative in respect thereof) shall be evidenced by have entered into a demand note customary intercreditor agreement in form and substance reasonably satisfactory to Agent Administrative Agent, Majority Lenders, and pledged Borrower, (vi) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof, mandatory prepayments which are customary with respect to such type of Debt and delivered that are triggered upon change in control and sale of all or substantially all assets and certain other asset sales, and (vii) the agreements and instruments governing such Debt shall not contain (A) any affirmative or negative covenants that are, taken as a whole, materially more restrictive than those set forth in this Agreement; provided that the inclusion of any financial covenant that is customary with respect to Agent pursuant such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (A), (B) any restrictions on the Guarantee and ability of Parent or any Subsidiary of the Parent to guarantee the Secured Obligations, provided that a requirement that any such Subsidiary also guarantee such Debt shall not be deemed to be a violation of this clause (B), (C) any restrictions on the ability of Parent or any Restricted Subsidiary to pledge Collateral Agreement as additional collateral security for the Secured Obligations, and or (D) any restrictions on the obligations ability of Parent or any Restricted Subsidiary to incur Debt under such demand note shall be subordinated this Agreement or any other Credit Document other than a restriction as to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate outstanding principal amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and Maximum Exposure Amount then in effect on the originals initial issuance date of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations)Debt; (dk) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation[Reserved]; (el) Debt described on Schedule 7.1 as (including purchase money debt and Capital Leases) of the Closing Date, any Restricted Entity that is non-recourse to any other Restricted Entity and any extension, renewal or refinancing thereof so long as the principal amount thereof that is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as assumed by such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries Restricted Entity in connection with any Permitted Acquisition (or, if such Restricted Subsidiary is acquired as part of such Permitted Acquisition, so long as existing prior thereto) and the aggregate obligations in respect refinancing and renewal thereof; provided, however, that (i) such Debt exists at the time of such purchase price adjustments would Permitted Acquisition at least in the amounts assumed in connection therewith and is not result drawn down, created or increased in a breach contemplation of the limitations set forth in Section 7.11; (j) Debt incurred or in connection with the financing of insurance premiums in the ordinary course of business; such Permitted Acquisition, (kii) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as that such Debt is permitted under non-recourse to any other Restricted Entity or any Property thereof, (iii) such Debt is either purchase money Debt or a Capital Lease with respect to Equipment or mortgage financing with respect to real property, and (iv) the aggregate principal amount of Debt at any time outstanding pursuant to this Section 7.1; clause (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount shall not at any time exceeding exceed $2,000,00050,000,000; (m) Debt consisting arising from the financing of unsecured earn-out obligations incurred pursuant to the consummation insurance premiums of Permitted Acquisitionsany Restricted Entity, so long as (i) such Debt is on customary terms and (ii) the aggregate principal amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and pursuant to this clause (iim) such Debt does shall not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year30,000,000; (n) Equity Cure Securities secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last sentence of this Section 6.1); provided that, (i) the aggregate principal amount of such Debt shall not exceed $65,000,000 at any time and (ii) the Properties encumbered by any Lien securing such Debt shall not be ABL Priority Collateral; (o) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (p) Debt comprised of earn-out obligations or contingent obligations of Parent or any Subsidiary arising from or relating to a Permitted Acquisition so long as, (i) with respect to each payment of any such Debt, no Default then exists or would arise as a result of such payment, and (ii) with respect to each payment of any such Debt to the extent the principal amount of such Debt exceeds $15,000,000 in the aggregate outstanding at the time of such payment, the Fixed Charge Coverage Ratio of Parent and its Restricted Subsidiaries is equal to or greater than 1.00:1.00 for the trailing 4 fiscal quarter period most recently ended for which financial statements are required to have been delivered to Administrative Agent pursuant to Section 5.2 (or, prior to the date on which the first of such financial statements are required to have been delivered, for the most-recent trailing 4 fiscal quarter period for which financial statements were delivered under the Original Credit Agreement) (calculated on a pro forma basis as if such proposed payment is a Fixed Charge made on the last day of such 4 fiscal quarter period (it being understood that such proposed payment shall also be a Fixed Charge made on the last day of such 4 fiscal quarter period for purposes of calculating the Fixed Charge Coverage Ratio under this clause (ii) for any subsequent proposed payment in the relevant period)) and such payment conditions are acknowledged by the holder of such Debt; (q) Debt comprised of any lease payment obligations related to a sale and leaseback transaction permitted under Section 6.14; (r) a guaranty by a Restricted Entity of Debt of another Restricted Entity that is otherwise permitted under this Section 6.1 to the type described in extent that (i) such guarantor would have otherwise been permitted under this Section 7.14.46.1 to incur the Debt that it is guaranteeing and (ii) the terms of such guaranty are otherwise permitted under this Section 6.1; and (os) obligations unsecured Debt not otherwise permitted under the preceding provisions of one or more Loan Parties this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last sentence of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (s) shall not exceed $105,000,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in respect this Section 6.1 shall be subject to bank guarantees issued by Commerzbank up to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of 500,000 Eurothe 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 or unutilized basket hereunder 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. Any Debt permitted above owing by any Credit Party or any Restricted Subsidiary to any Unrestricted Subsidiary shall be subject to the condition that the applicable Credit Parties, Restricted Subsidiaries, and Unrestricted Subsidiaries are parties to the Intercompany Subordination Agreement.

Debt. NotThe Borrower will not, and will not permit any other Loan Party Subsidiary to, create, incur, assume incur or suffer permit to exist any Debt, except: (a) Obligations Debt evidenced by the Notes or outstanding under this Agreement and either of the other Loan DocumentsRevolving Credit Facilities not in default; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that of any Subsidiary to the aggregate amount of all such Debt at Borrower or any time outstanding shall not exceed $1,000,000other Subsidiary; (ic) Debt existing as of any Borrower to any Wholly-Owned Domestic Subsidiary or March 31, 2000 as reflected on financial statements delivered under Section 6.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary either of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations)Revolving Credit Facilities; (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculationendorsements in the ordinary course of business of negotiable instruments in the course of collection; (e) Debt described on Schedule 7.1 of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 9.2(d); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increasedapplicable determination date; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor AgreementDebt evidenced by Senior Notes; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement);and (g) Contingent Obligations arising with respect additional Debt of the Borrower and Structured Securities of the Borrower and the Southern Union Trusts provided that after giving effect to customary indemnification the issuance thereof, there shall exist no Default or Event of Default; and: (i) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.70 to 1.00; (ii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; provided, however, that if the additional Debt for which the determinations required to be made by this subparagraph (g) will be used to finance in whole or in part the consideration to be paid by the Borrower for the acquisition of any entity otherwise permitted under the terms of this Agreement, the determination of EBDIT for purposes of this ratio shall include not only the EBDIT of the Borrower and its Subsidiaries for the four fiscal quarters most recently ended, but shall also include the EBDIT of such entity to be acquired for such four fiscal quarters most recently ended; and (iii) (A) such Debt and Structured Securities shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date (as the same may be extended pursuant to Section 2.4) and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or "put" to the Borrower or any Southern Union Trust exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the Maturity Date, (y) such additional Debt shall not exceed Eighty Million Dollars ($80,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00) of reimbursement obligations in favor of purchasers incurred in connection with dispositions permitted Non-Revolving Credit Facility Letters of Credit issued by a Bank or Banks or by any other financial institution; provided, however, that for purposes of determining the aggregate amount of such additional Debt for purposes of this subclause (y), the $30,000,000 of 8.375% mortgage notes of PG Energy maturing December 1, 2002 shall not be included, and (z) such additional Debt shall be borrowed from a Bank or Banks as a loan or loans arising independent of this Agreement or either of the Revolving Credit Facilities or shall be borrowed from a financial institution that is not a Bank under Section 7.5;this Agreement or either of the Revolving Credit Facilities. (h) existing short-term Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds any entity specified in the ordinary course definition of business, provided "Pending Acquisitions" that such Debt is extinguished within two (2) Business Days of notice to Administrative assumed by the Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings consummation of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Pending Acquisitions, so long as (i) the aggregate principal amount of such Debt that is reflected on assumed for all of the balance sheet of any Loan Party as a liability in accordance with GAAP Pending Acquisitions does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding 100,000,000.00 and (ii) none of such Debt does not result in payment obligations remains outstanding for more than 180 days after the consummation of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised applicable merger, unless all or a portion of such Debt is refinanced with Debt otherwise permitted by other provisions of the type described in this Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Euro9.3.

Debt. NotThe Borrower will not, and will not permit any other Loan Party Restricted Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the other Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000; (i) Debt the Notes or other Indebtedness arising under the Loan Documents or any guaranty of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security suretyship arrangement for the Obligations, and Notes or other Indebtedness arising under the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; Loan Documents and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with outstanding on the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at date hereof (provided that any time outstanding, (provided, such Debt that is in excess of $500,000 1,000,000 individually or $5,000,000 in the aggregate shall only be permitted under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee extent such Debt is listed on Schedule 9.02(a)); (b) accounts payable and Collateral Agreement accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not overdue for a period of more than ninety (90) days or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (c) Debt under Capital Leases and purchase money Debt in an aggregate amount not to exceed two percent (2%) of the then effective Borrowing Base (as additional collateral security for measured at the Obligationstime any such Debt is incurred); (d) Hedging Obligations incurred to satisfy Borrowers’ Debt associated with bonds or surety obligations under Section 6.9 required by Governmental Requirements in connection with the operation of the Oil and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculationGas Properties; (e) intercompany Debt described on Schedule 7.1 as of incurred by (a) a Loan Party owing to Holdings, the Closing Date, and Borrower or any extension, renewal or refinancing thereof so long as the principal amount thereof Subsidiaries; provided that any such Debt owed by a Loan Party to a Subsidiary that is not increaseda Guarantor shall (A) be evidenced by the Intercompany Note or (B) otherwise be subject to subordination terms substantially identical to the subordination terms in the form of Intercompany Note set forth in Exhibit I or (b) any Restricted Subsidiary that is not a Guarantor owing to the Borrower or any Subsidiary to the extent permitted by Section 9.05; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor endorsements of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums negotiable instruments for collection in the ordinary course of business; (kg) guaranties by Holdings of any Debt of the Borrower owing to any Equity Interest holder of the Borrower that is a Permitted Holder (“Capital Debt”) that (a) is unsecured, (b) is fully subordinated in right of payment and liquidation to the Indebtedness on written terms reasonably acceptable to the Administrative Agent, (c) has a scheduled maturity date that is no earlier than one year after the Maturity Date in effect at the time of such issuance, (d) does not provide for scheduled or mandatory prepayments, redemptions, repayments, or defeasance of principal for any consideration on any date prior to one year after the Maturity Date in effect at the time of such issuance, (e) does not provide for any payments of interest (other payments made with common Equity Interests of the Borrower and payments made in kind by adding to the principal thereof) on any date prior to one year after the Maturity Date in effect at the time of such issuance, (f) does not (A) have any financial covenants or any other affirmative or negative covenants that are more restrictive than under this Agreement or (B) contain cross defaults to or for any other Debt, (g) does not have any restriction on the ability of the Borrower or any Wholly-Owned Domestic of its Restricted Subsidiaries to amend, modify or otherwise supplement this Agreement or the other Loan Documents, (h) does not have any restrictions on the ability of the Borrower or any of its Restricted Subsidiaries to guarantee the Indebtedness or pledge assets as collateral security for the Indebtedness, (i) is not guaranteed by any Restricted Subsidiary so long as such of the Borrower and (j) is not assignable or transferable to any Person who is not a Permitted Holder; (h) Guarantees of the Borrower and its Restricted Subsidiaries in respect of Debt of such the Borrower or such Restricted Subsidiary is otherwise permitted hereunder; provided that (i) if the Debt being guaranteed under this Section 7.1; 9.02(h) is subordinated to the Indebtedness, such guarantee shall be subordinated to the guarantee of the Indebtedness under the Guaranty and guaranties Pledge Agreement on terms at least as favorable to the Lenders as those contained in the subordination of such Debt and (ii) no guarantee by any Borrower Restricted Subsidiary of any Permitted Notes or Second Lien Obligations shall be permitted unless such Restricted Subsidiary shall have also provided a guarantee of the Indebtedness pursuant to the Guaranty and Pledge Agreement; (i) Debt of any Wholly-Owned Domestic Subsidiary or guaranties (other than Debt for borrowed money) secured by any Subsidiary Liens permitted under clauses (c) and (d) of the definition of Excepted Liens; (j) Debt in respect of any Borrowernetting services, overdraft protections and similar arrangements in each case so long as such Debt is permitted under this Section 7.1in connection with deposit accounts; (lk) other unsecured Debtany Permitted Notes or Second Lien Obligations issued or incurred by the Borrower or any Guarantor and any guarantees of such Debt by any Guarantor, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as provided that (i) at the amount time of incurring such Debt (A) no Default or Event of Default has occurred and is then continuing or would immediately result from the incurrence thereof (after giving any concurrent repayment of any other Debt with the proceeds of such Debt) or (B) if the proceeds of such Debt that are being used to finance a Permitted Acquisition, no Payment or Bankruptcy Event of Default has occurred and is reflected on then continuing or would immediately result therefrom (after giving any concurrent repayment of Debt with the balance sheet proceeds of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and such Debt), (ii) such Debt does not result provide for any scheduled repayment (including amortization) or mandatory redemption prior to ninety-one days after the Maturity Date as in payment obligations effect on the date of incurrence thereof (other than customary amortization of 1.0% per annum and customary offers to purchase upon a change of control, AHYDO payments, customary asset sale or casualty or condemnation events and customary acceleration rights after an event of default or terms not materially more restrictive on the Borrower and its Restricted Subsidiaries than the Existing Second Lien Facility), (iii) such Debt does not have a stated maturity date prior to ninety-one (91) days after the Maturity Date, (iv) if such Debt is in respect of Second Lien Obligations, it shall at all times be subject to a Customary Intercreditor Agreement and (v) the financial and negative covenants and events of default of such Debt are (A) taken as a whole, not materially less favorable to the Borrower and its Restricted Subsidiaries than such terms in this Agreement (provided that a certificate of an Responsible Officer of the Loan Parties Borrower delivered to the Administrative Agent at least three Business Days (or such shorter time as the Administrative Agent may agree) prior to the incurrence or issuance of such Debt, together with a reasonably detailed description of such terms of such Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement), (B) are reasonably satisfactory to the Administrative Agent or (C) incorporated into this Agreement; (l) Second Lien Obligations existing or committed as of the Closing Date in respect of the Existing Second Lien Facility, the Existing Notes and any Permitted Refinancing Debt in respect of the foregoing (and any such Permitted Refinancing Debt) in an aggregate principal amount outstanding not to exceed $3,000,000 1,850,000,000 plus any Permitted Refinancing Increase in respect of the foregoing Debt; provided that, in the aggregate case of any Second Lien Obligations (including any Permitted Refinancing Debt constituting Second Lien Obligations), such Second Lien Obligations are at all times subject to a Customary Intercreditor Agreement; (m) (i) Permitted Refinancing Debt in respect of any Fiscal Year;Debt permitted under Sections 9.02(a)(ii), 9.02(c), 9.02(g) and 9.02(k) and (ii) any subsequent Permitted Refinancing Debt which relates to the Permitted Refinancing Debt otherwise permitted by this subsection; provided that, for both clauses (i) and (ii), any such Permitted Refinancing Debt in respect of Capital Debt, complies with the requirements of Section 9.02(g) or is on terms reasonably satisfactory to the Administrative Agent and (B) any such Permitted Refinancing Debt constituting Second Lien Obligations is subject to a Customary Intercreditor Agreement; and (n) Equity Cure Securities comprised other additional Debt and any Permitted Refinancing Debt in respect thereof, provided that no additional Debt may be incurred under this Section 9.02(n) if, at the time of incurrence, the sum of (i) the principal amount of any Debt to be incurred plus (ii) the aggregate principal amount of Debt incurred pursuant to this Section 9.02(n) outstanding at the time of such new incurrence exceeds (after giving effect to the use of proceeds thereof) the greater of $50,000,000 and seven percent (7.0%) of Consolidated Net Tangible Assets (measured, subject to Section 1.06, as of the type described in last day of most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 7.14.4; and (o8.01) obligations of one or more Loan Parties plus any Permitted Refinancing Increase in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Eurothe foregoing Debt.

Debt. NotThe Borrower will not, and will not permit any other Loan Party Restricted Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or other Secured Obligations arising under this Agreement and the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Secured Obligations arising under the Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d), of the Borrower and extensions, renewals and refinancings thereof; provided its Restricted Subsidiaries existing on the date hereof that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000is reflected on Schedule 9.02; (ic) Debt of any Borrower to any Whollycontingent obligations as a non-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form operator under oil and substance reasonably satisfactory to Agent gas operating agreements and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the contingent obligations under such demand note shall be subordinated to the Obligations hereunder gas sale contracts for make-up volumes on sales of gas, in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations each case incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (kd) guaranties Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that such Debt shall not to exceed $15,000,000 in aggregate principal amount at any one time outstanding; (e) Debt incurred to finance the acquisition, construction or improvement of the Borrower’s corporate headquarters office building; provided that such Debt shall not to exceed $10,000,000 in aggregate principal amount at any one time outstanding; (f) Debt associated with bonds, letters of credit, surety or similar obligations incurred in the ordinary course of business in connection with the operation of the Oil and Gas Properties; (g) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Holdings of Section 9.05; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Debt of any Person other than the Borrower or any one of its Wholly-Owned Domestic Subsidiary so long as Restricted Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Secured Obligations on terms set forth in the Guaranty Agreement. (h) endorsements of negotiable instruments for collection in the ordinary course of business; (i) Debt which represents an extension, refinancing, or renewal of any of the foregoing; provided that, (i) the principal amount of such Borrower Debt is not increased (other than by the costs, fees, and expenses and by accrued and unpaid interest and premium paid in connection with any such extension, refinancing or renewal), (ii) the interest rate of such Subsidiary Debt is permitted under this Section 7.1; and guaranties by not greater than a market rate of interest as of the time of its incurrence, (iii) any Borrower Liens securing such Debt are not extended to any additional property of any Credit Party, (iv) no Credit Party that is not obligated pursuant to the terms of such Debt (exclusive of additional terms proposed pursuant to such extension, refinancing or renewal) with respect to repayment of such Debt is required to become obligated with respect thereto, (v) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Debt so extended, refinanced or renewed, (vi) the terms of any Wholly-Owned Domestic Subsidiary such extension, refinancing, or guaranties renewal are not materially more restrictive to the obligor thereunder, taken as a whole, than the original terms of such Debt and (vii) if the Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to the Secured Parties as those that were applicable to the refinanced, renewed, or extended Debt; (i) Permitted 0000 Xxxx Xxxx described in clause (a) of the definition thereof, and (ii) Debt which represents an extension, refinancing, or renewal thereof; provided that, (A) the principal amount of such Debt is not increased (other than by the costs, fees, and expenses and by accrued and unpaid interest and premium paid in connection with any Subsidiary such extension, refinancing or renewal), (B) the interest rate of such Debt is not increased above the market rate of interest at the time of such extension, refinancing or renewal, (C) no Credit Party that is not obligated pursuant to the terms of the Permitted 2015 Bond Documents with respect to repayment of such Debt is required to become obligated with respect thereto pursuant to the terms of such Debt (exclusive of additional terms proposed pursuant to such extension, refinancing or renewal), (D) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Debt so extended, refinanced or renewed and such extension, refinancing or renewal does not result in any principal amount owing in respect of Permitted 0000 Xxxx Xxxx becoming due earlier than the date that is 365 days following the Maturity Date, and (E) the terms of any Borrowersuch extension, refinancing, or renewal are not materially less favorable to the obligors thereunder, taken as a whole, than the original terms of such Debt; (k) Permitted Unsecured Debt in each case so long as such Debt is permitted under this Section 7.1;an aggregate outstanding principal amount not to exceed $100,000,000; and (l) other unsecured Debt, in addition Debt not to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Eurooutstanding.

Debt. Not, and not suffer or permit any other Loan Party or any other Subsidiary, to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the other Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d)in respect of Capital Leases and purchase money Debt, and extensionsin each case incurred in the ordinary course of business for the purpose of financing all or any part of the cost of acquiring, renewals and refinancings thereofrepair, construction or improvement of fixed or capital assets; provided that the aggregate principal amount of all such Debt at any time outstanding shall not exceed $1,000,000; (c) (i) Debt of any the Borrower to any Loan Party that is a Wholly-Owned Domestic Subsidiary or Debt of any Loan Party that is a Wholly-Owned Domestic Subsidiary to any the Borrower or another Loan Party that is a Wholly-Owned Domestic Subsidiary of any BorrowerSubsidiary; provided that at the written request of Agent, all such Debt in this clause (i) shall be evidenced by a global intercompany demand note in form and substance reasonably satisfactory to the Agent and pledged and delivered to the Agent pursuant to the Guarantee and applicable Collateral Agreement Document as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to the Agent; and (ii) Debt owing of a Loan Party to a non-Loan Party permitted by Foreign Subsidiaries Section 7.10(a)(ii); and (iii) Debt of any Wholly-Owned Subsidiary that is not a Loan Party to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does another Wholly-Owned Subsidiary that is not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations)a Loan Party; (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Debt existing as of the Closing Date and described in Section 6.9 7.1 of the Disclosure Letter (other than the HealthCor Obligations), and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculationany Permitted Refinancing thereof; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.57.4; (f) HealthCor Obligations in an aggregate principal amount not to exceed the aggregate principal amount of the HealthCor Notes outstanding as of the Closing Date,May 15, 2019, plus accrued interest thereon that is paid-in-kind and added to the principal balance thereof in accordance with the terms of the HealthCor Debt Documents, and any Permitted Refinancing thereof so long as concurrently with the closing of any such Permitted Refinancing the lenders or investors (or any agent with the power to enter into a binding obligation on behalf of such lenders or investors) in respect of such Permitted Refinancing enter into an intercreditor agreement satisfactory in form and substance to the Agent; (g) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Holdings, the Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any the Borrower of the Debt of any Loan Party that is a Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, the Borrower in each case so long as such Debt is otherwise permitted under this Section 7.17.1(a) or (b); (lj) other unsecured Debt, in addition reimbursement obligations under corporate credit cards not to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 750,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4time; and (ok) obligations of one or more Loan Parties other unsecured Debt in respect an amount not to bank guarantees issued by Commerzbank up to an exceed $250,000 in the aggregate amount of 500,000 Euroat any time outstanding.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (ai) in the case of the Company, (A) the Debt Securities; and (B) Debt constituted by the Bridge Facility, any rollover loans thereunder and any Exchange Notes issued in connection therewith; (ii) in the case of the Company or any Subsidiary of the Company, (A) any Debt owing by any Guarantor to any other Guarantor or the Company; (B) any Debt owing by the Company or any Guarantor to any other Subsidiary of Holdings; (C) any Debt owing by any Subsidiary of Holdings that is not a Guarantor to any other Subsidiary of Holdings that is not a Guarantor; (D) any Debt owing by any Subsidiary of Holdings that is not a Guarantor (or Contingent Obligations made in respect of the obligations of any such Person) to the Company or any Guarantor not to exceed an aggregate principal amount incurred of $20,000,000 in any Fiscal Year; provided that (1) all Net Cash Proceeds from the (i) issue and sale of Equity Interests by Holdings and (ii) incurrence of Debt pursuant to Section 5.02(b)(iii)(J) which are, in either case, invested or reinvested in assets used or useful in the business of Holdings and its Subsidiaries as provided in this Agreement in the nature of such Debt do not count towards the sub-limit specified in this clause (D), (2) the amount of any equity interests existing as of the Closing Date in Subsidiaries of Holdings that are not Guarantors which are reclassified after the Closing Date as Debt in accordance with local law or regulation do not count towards the sub-limit specified in this clause (D), (3) it is understood that the Debt permitted to be incurred under this Agreement clause (D) is in addition to any Debt forming part of Investments permitted under Section 5.02(f)(vii) and (4) no such Debt under this clause (D) shall be incurred (i) after the occurrence and during the continuance of a Default and (ii) for purposes of funding, directly or indirectly, the purchase or other acquisition of property and assets of the type referred to in Section 5.02(f)(viii), in an amount which, individually or when aggregated with any other amounts invested for such purpose pursuant to Section 5.02(f)(vii), is in excess of the applicable amount otherwise permitted to be expended for such purpose pursuant to Section 5.02(f)(viii)(D); and (E) in addition to any Debt otherwise permitted under clause (D) above, any Debt owing by any Subsidiary of Holdings that is not a Guarantor to the Company or any Guarantor consisting of intercompany accounts receivable of the Company or such Guarantor representing in each case the bona fide sale and delivery of product inventory to such Subsidiary in the ordinary course of business, and which receivables have been reclassified as Debt owing to the Company or such Guarantor in accordance with generally accepted accounting principles consistent with prior practice. (iii) in the case of each Loan Party and its Subsidiaries, and without duplication of clauses (i) and (ii): (A) Debt under the Loan Documents; (bB) Debt secured by Liens permitted by Section 7.2(d5.02(a)(iv) not to exceed in the aggregate $20,000,000 at any time outstanding; (C) Capitalized Leases not to exceed in the aggregate $20,000,000 at any time outstanding; (D) the Surviving Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, 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, provided still further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and extensionsother material terms taken as a whole, renewals of any such extending, refunding or refinancing Debt, and refinancings thereofof any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (E) Debt constituting local loans or other credit extensions from local lenders in jurisdictions outside the United States; provided that the sum of the aggregate principal amount of all such Debt at any time outstanding shall not exceed $1,000,000; (i) and all Surviving Debt of such type (including any Borrower to Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (iiSurviving Debt) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 60,000,000 at any time outstanding; (F) Debt, not to exceed in the aggregate $20,000,000 at any time outstanding, (provided, such Debt incurred as a result of the issue of guarantees issued in excess support of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations)local overdraft lines; (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (eG) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal type secured by Liens permitted by Section 5.02(a)(vi) or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) unsecured Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds incurred in the ordinary course of business, provided that such Debt is extinguished within two business for borrowed money in an aggregate amount under this clause (2G) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrencenot more than $20,000,000 at any one time outstanding; (iH) purchase price adjustments Debt in respect of working capital by any Borrower or any of its Subsidiaries the Secured Hedge Agreements; (I) Debt in connection with any Permitted Acquisition, so long as intercompany loans entered into for the aggregate obligations in respect purpose of such purchase price adjustments would not result in a breach of funding the limitations set forth in Section 7.11;Parent Loan by Holdings; and (jJ) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of addition to any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is otherwise permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower5.02(b), in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) after which all of the December Convertible Notes and all of the October Convertible Notes have been converted into common stock of Holdings, Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) local loans or other credit extensions from local lenders in jurisdictions outside the United States or (ii) an additional amount of such Debt that Securities issued as may be specified in the Notes Indenture or (iii) a Designated Capital Markets Transaction which is reflected on approved by the balance sheet of any Loan Party Administrative Agent (and the Required Lenders, as a liability applicable) in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (iiSection 7.01(d) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate hereof; in any Fiscal Year; case under this clause (nJ) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect not to bank guarantees issued by Commerzbank up to an aggregate exceed a principal amount of 500,000 Euro$150,000,000.

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the other Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(dSections 11.2(d) and 11.2(h), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,00020,000,000; provided further that the amount of Debt incurred under this clause (b) (to the extent consisting of Debt Secured by liens under Section 11.2(h)), under clause (i) and under clause (j) shall not exceed in the aggregate $10,000,000 at any one time outstanding; (ic) Debt of any Borrower the Company to any domestic Wholly-Owned Domestic Subsidiary or Debt of any domestic Wholly-Owned Domestic Subsidiary to any Borrower the Company or another domestic Wholly-Owned Domestic Subsidiary of any BorrowerSubsidiary; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to the Administrative Agent and pledged and delivered to the Administrative Agent pursuant to the Guarantee and Collateral Agreement Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Company hereunder in a manner reasonably satisfactory to the Administrative Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Subordinated Debt; (e) Hedging Obligations approved by Administrative Agent and incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (ef) Debt described on Schedule 7.1 as of the Closing Date, 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (fg) the Second Lien Obligations in accordance Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the Second Lien Intercreditor Agreement; provided, that proceeds of the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreementinitial Loans hereunder); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising the maximum amount of secured obligations at any one time outstanding under and pursuant to the Factoring Facility, not to exceed (i) for the period of one hundred eighty (180) days from the honoring by a bank or other financial institution of a checkdate hereof, draft or similar instrument drawn against insufficient funds $30,000,000 in the ordinary course of businessaggregate, provided that such Debt is extinguished within two at any one time outstanding, and (2ii) Business Days of notice to Administrative Borrower or at all times thereafter, $26,000,000 in the relevant Subsidiary of its incurrenceaggregate, at any one time outstanding; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries Debt assumed in connection with Acquisitions permitted under Section 11.5 not to exceed $5,000,000 at any Permitted Acquisition, so long as time outstanding; provided that the aggregate obligations in respect amount of such purchase price adjustments would Debt incurred under clause (b) (to the extent consisting of Debt secured by liens under Section 11.2(h)), under this clause (i) and under clause (j) shall not result in a breach of the limitations set forth in Section 7.11exceed $10,000,000 at any time outstanding; (j) Debt consisting of seller financing incurred in connection with Acquisitions permitted under Section 11.5 not to exceed $5,000,000 at any time outstanding; provided that the financing aggregate amount of insurance premiums in Debt incurred under clause (b) (to the ordinary course extent consisting of business;Debt secured by liens under Section 11.2(h)), under clause (i) and under this clause (j) shall not exceed $10,000,000 at any time outstanding; and (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Euro15,000,000.

Debt. NotThe Parent will not create or suffer to exist, and will not permit any other Loan Party to, Restricted Subsidiary to create, incur, assume or suffer to exist exist, any Debt except as set forth below, all of which shall be "Permitted Debt, except": (a) Obligations under this Agreement Debt of the Parent, the Borrower and the other Affiliate Guarantors to the Banks, the Agent and the Issuing Bank evidenced by any Loan DocumentsDocument; (b) in addition to Debt otherwise permitted to be incurred by the Parent or any Restricted Subsidiary, as the case may be, by this Section 10.2, secured by Liens or unsecured Debt of the Parent or any Restricted Subsidiary to Persons (other than the Parent or any Subsidiary) (other than the type of Debt permitted by Section 7.2(dSubsections (e) and (f) hereof), and extensions, renewals and refinancings thereof; provided that (i) at no time shall the aggregate amount of all such Debt at any time outstanding of the Parent and the Restricted Subsidiaries permitted by this Section 10.2(b) exceed 7 1/2% of Consolidated Net Worth, of which secured Debt may constitute no more than 4% of Consolidated Net Worth and (ii) such Debt shall not exceed $1,000,000be incurred when a Default or Event of Default exists or would result therefrom; (i) Debt of the Parent or any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Restricted Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant Person (other than to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; Parent or any Subsidiary) and (ii) secured or unsecured Debt owing by Foreign Subsidiaries of Moorxx Xxx Suit People U.S., Inc. to Borrowers advanced for working capital Moorxx Xxxail Group, Inc. and other general corporate purposes of Foreign Subsidiaries Golden Brand Clothing (Canada) Ltd., in an aggregate amount which, together with each case existing on the aggregate amount of equity contributions to Foreign Subsidiaries date hereof and described on Schedule 10.2 attached hereto and made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, a part hereof; provided that such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations)is not increased; (d) Hedging Obligations unsecured Debt of the Parent to any Restricted Subsidiary and unsecured Debt of any Restricted Subsidiary to the Parent or any other Restricted Subsidiary; provided that (i) in each case the term and provisions of such Debt shall be subject to Section 10.8, (ii) any such unsecured Debt of the Parent or any Guarantor (as defined in the U.S. Revolving Credit Agreement) shall be subordinated in form and substance satisfactory to the Majority Banks to the Obligations, (iii) any such unsecured Debt is incurred when no Default or Event of Default exists or would result therefrom, (iv) the aggregate principal amount of all Debt of the Non-Guaranteeing Restricted Subsidiaries (except as permitted by Section 10.2(h)) to satisfy Borrowers’ obligations under Section 6.9 the Parent and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes the Guarantors shall not exceed the lesser of (A) U.S.$30,000,000 and not for speculation(B) 10% of the Consolidated Net Worth; (e) Debt described on Schedule 7.1 as of the Closing Date, Parent or any Restricted Subsidiary representing Capital Leases; provided that at no time shall the aggregate amount of such Debt of the Parent and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increasedits Restricted Subsidiaries permitted by this Section 10.2(e) exceed 5% of Consolidated Net Worth; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor AgreementDebt relating to Sale and Lease-Back Transactions permitted under Section 10.6(c); (g) Contingent Obligations arising with respect to customary indemnification obligations unsecured Debt incurred in favor the ordinary course of purchasers in connection with dispositions permitted under Section 7.5business for the purchase of inventory, including deferred purchases of inventory; (h) intercompany Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds described in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrenceSection 10.5(l); (i) purchase price adjustments other unsecured Debt of the Parent or any Restricted Subsidiary to Persons (other than the Parent or any Subsidiary)(other than the type of Debt permitted under Subsections (e) and (f) hereof) provided that (i) the aggregate amount thereof plus the aggregate amount of Debt outstanding which is permitted by Section 10.2(b) shall not exceed U.S. $100,000,000, (ii) such Debt shall not require any principal payment, repurchase, redemption or defeasance prior to (or the deposit of any payment or property or sinking fund payment in respect of working capital by any Borrower of), or any of its Subsidiaries in connection with any Permitted Acquisitionhave a maturity shorter than 90 days after the Maturity Date, so long as the aggregate obligations in respect of (iii) such purchase price adjustments would not result in a breach of the limitations Debt shall be on terms no more restrictive than those set forth in Section 7.11;the Loan Documents, and (iv) such Debt shall not be incurred when a Default or Event of Default exists or would result therefrom; and (j) Debt incurred in connection with under the financing Related Facilities, including guarantees thereof. For purposes of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of this Section 10.2, any Debt (1) which is extended, renewed or refunded shall be deemed to have been incurred when extended, renewed or refunded, (2) of any Borrower a Person when it becomes, or is merged into, or is consolidated with a Restricted Subsidiary or the Parent shall be deemed to have been incurred at that time, (3) which is permitted by Section 10.2(d) and which is owing to a Restricted Subsidiary when it ceases to be a Restricted Subsidiary shall be deemed to have been incurred at that time, (4) of a Restricted Subsidiary which is owing to the Parent or any Wholly-Owned Domestic other Restricted Subsidiary so long as such Debt of such Borrower shall be deemed to have been incurred at the time the Parent or such other Restricted Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount disposes of such Debt that is reflected on to any Person other than the balance sheet of any Loan Party as Parent or a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding Restricted Subsidiary, and (ii5) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of which is Debt of the type described in Section 7.14.4; and (o) obligations Parent or a Restricted Subsidiary consisting of one or more Loan Parties a reimbursement obligation in respect of a letter of credit or similar instrument shall be deemed to bank guarantees issued by Commerzbank up to an aggregate amount be incurred when such letter of 500,000 Eurocredit or similar instrument is issued.

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the other Loan Documents;; 26385498.9 53 (b) Debt secured by Liens permitted by Section 7.2(d11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,0007,000,000; (i) Debt of any Borrower Loan Party owed to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agentother Loan Party, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries of any Loan Party or Subsidiary that is not a Loan Party owed to Borrowers any Subsidiary that is not a Loan Party, (iii) Debt of any Subsidiary that is not a Loan Party owed to any Loan Party that is outstanding as of the Closing Date and disclosed on Schedule 11.1, and (iv) Debt of any Subsidiary that is not a Loan Party owed to any Loan Party advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with after the Closing Date; provided that the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate permitted under this clause (iiiv) at any time outstanding shall not exceed $100,000; provided, further, that any such Debt described in this Section 11.1(c) owing to a Loan Party shall be evidenced by notes, unsecured and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations)not bear interest; (d) Subordinated Debt; (e) Hedging Obligations approved by Lender and incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a in favor of Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (ef) Debt described on Schedule 7.1 as of the Closing Date, 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement);and (g) Contingent Obligations Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with any Permitted Acquisitions, and purchasers in connection with dispositions permitted under Section 7.511.4; (h) Debt arising from the honoring by a bank or other financial institution Existing Letters of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence;Credit; and (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Other Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not to exceed $100,000 outstanding at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Eurotime.

Debt. Not(i) The Borrower will not, and will not permit any other Loan Party of its Restricted Subsidiaries to, create, incur, assume or suffer to exist Incur any Debt, except: Debt (a) Obligations under this Agreement other than the Advances and Debt existing on the other Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(dEffective Date), and extensions, renewals and refinancings thereof; provided that the aggregate amount Borrower or any Guarantor may Incur Debt if, after giving pro forma effect to the Incurrence of all such Debt and the receipt and application of the proceeds therefrom (as though such Incurrence and receipt and application had occurred on the first day of the most recently ended four fiscal quarter period), (x) no Event of Default shall have occurred and be continuing and (y) the Interest Coverage Ratio shall be equal to or greater than 2.00:1.0. (ii) Notwithstanding the foregoing Section 5.02(b)(i), the Borrower and any Restricted Subsidiary (except as specified below) may Incur each and all of the following: (1) Term Debt of the Borrower and any Guarantor outstanding under the First Lien Credit Agreement at any time outstanding shall in an aggregate principal amount (together with refinancings thereof) not to exceed $1,000,000400,000,000 less any amount of such Debt permanently repaid as provided under Section 5.02(d) and (2) revolving Debt of the Borrower and any Guarantor outstanding under the First Lien Credit Agreement or one or more other revolving credit facilities at any time in an aggregate principal amount (together with refinancings thereof) not to exceed the greater of (x) $35,000,000 and (y) the Borrowing Base at such time; (iB) Debt of owed (1) to the Borrower or any Borrower Guarantor evidenced by a promissory note or (2) to any Wholly-Owned Domestic other Restricted Subsidiary; provided that (x) any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Debt of any Wholly-Owned Domestic Subsidiary (other than to any the Borrower or another Wholly-Owned Domestic Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Debt not permitted by this clause (B) and (y) if the Borrower or any Guarantor is the obligor on such Debt, such Debt must be expressly subordinated in right of payment to the Advances, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Guarantor; (C) Debt issued in exchange for, or the net proceeds of which are used to refinance, refund, replace, renew or extend (including pursuant to any Borrowerdefeasance or discharge mechanism) then outstanding Debt (other than Debt outstanding under clause (B) hereof but including any Debt existing on the Effective Date) and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued and unpaid interest, fees, underwriting discounts, commissions and expenses); provided that at (1) Debt the written request proceeds of Agentwhich are used to refinance or refund the Advances or Debt that is pari passu with, or subordinated in right of payment to, the Advances or the Subsidiary Guaranty shall only be permitted under this clause (C) if (x) in case the Advances are refinanced in part or the Debt to be refinanced is pari passu with the Advances or the Subsidiary Guaranty, such Debt shall be evidenced new Debt, by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent its terms or by the terms of any agreement or instrument pursuant to which such new Debt is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the Guarantee and Collateral Agreement remaining Advances or the Subsidiary Guaranty, or (y) in case the Debt to be refinanced is subordinated in right of payment to the Advances or the Subsidiary Guaranty, such new Debt, by its terms or by the terms of any agreement or instrument pursuant to which such new Debt is issued or remains outstanding, is expressly made subordinate in right of payment to the Advances or the Subsidiary Guaranty at least to the extent that the Debt to be refinanced is subordinated to the Advances or the Subsidiary Guaranty, (2) such new Debt, (x) in the case of Preferred Interests, is not redeemable prior to the date that is 91 days after the Termination Date, or (y) in the case of Debt other than Preferred Interests, determined as additional collateral security for of the Obligationsdate of Incurrence of such new Debt, does not mature prior to the Stated Maturity of the Debt to be refinanced or refunded, and the obligations under Average Life of such demand note shall be subordinated new Debt is at least equal to the Obligations hereunder in a manner reasonably satisfactory remaining Average Life of the Debt to Agent; be refinanced or refunded and (ii3) such new Debt owing is Incurred by Foreign Subsidiaries the Borrower or a Guarantor or by the Restricted Subsidiary who is the obligor on the Debt to Borrowers advanced for working capital and other general corporate purposes be refinanced or refunded; (D) guarantees of Foreign Subsidiaries the Advances by any Restricted Subsidiary; (1) Capitalized Leases not to exceed in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 30,000,000 at any time outstanding, and (provided, such Debt in excess of $500,000 2) in the aggregate under this case of Capitalized Leases to which any Restricted Subsidiary of the Borrower is a party, Debt of the Borrower of the type described in clause (iii) shall be evidenced by notes, and of the originals definition of “Debt” guaranteeing the Obligations of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations)Restricted Subsidiary under such Capitalized Leases; (dF) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculationPermitted Purchase Money Debt; (eG) Debt described on Schedule 7.1 as in respect of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” Secured Hedge Agreements (as such term is defined in the Second First Lien Intercreditor Credit Agreement); (g) Contingent Obligations arising with respect and other Hedge Agreements designed to customary indemnification obligations hedge against fluctuations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds interest rates incurred in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower business and consistent with prudent business practice or required by the relevant Subsidiary of its incurrenceFirst Lien Credit Agreement; (iH) purchase price adjustments in respect of working capital Preferred Interests issued by any the Borrower or any of its Restricted Subsidiaries in connection with any Permitted Acquisition, so long as that are not redeemable prior to the aggregate obligations in respect of such purchase price adjustments would not result in a breach of date that is 91 days after the limitations set forth in Section 7.11Termination Date; (jI) Debt incurred Contingent Obligations of any Loan Party in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings respect of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary other Loan Party that is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1Agreement; (lJ) other unsecured Permitted Existing FCC Loans and Permitted Existing RUS/RTB Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (oK) obligations Debt of one the Borrower or more Loan Parties any Guarantor (in addition to Debt permitted under clauses (A) through (J) above) in an aggregate principal amount outstanding at any time (together with refinancings thereof) not to exceed $15,000,000. (iii) Notwithstanding any other provision of this Section 5.02(b), the maximum amount of Debt that may be Incurred pursuant to this Section 5.02(b) will not be deemed to be exceeded, with respect to bank guarantees issued by Commerzbank up any outstanding Debt due solely to an aggregate the result of fluctuations in the exchange rates of currencies. (iv) For purposes of determining any particular amount of 500,000 EuroDebt under this Section 5.02(b), (x) Debt Incurred under the First Lien Credit Agreement on or prior to the Effective Date shall be treated as Incurred pursuant to Section 5.02(b)(ii)(A) and (y) guarantees, Liens or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this Section 5.02(b), in the event that an item of Debt meets the criteria of more than one of the types of Debt described above (other than Debt referred to in clause (x) of the preceding sentence), including under clause (i), the Borrower, in its sole discretion, shall classify, and from time to time may reclassify, such item of Debt. (v) The Borrower will not Incur any Debt if such Debt is subordinate in right of payment to any other Debt unless such Debt is also subordinate in right of payment to the Advances to the same extent.

Debt. NotThe Borrower will not, and will not permit any other Loan Party of its Restricted Subsidiaries to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Loans or other Obligations arising under this Agreement and the Loan Documents or any guaranty of or suretyship arrangement for the Loans or other Obligations arising under the Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d), under Capital Leases and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000; (i) purchase money Debt of any the Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign its Restricted Subsidiaries in an aggregate amount whichnot to exceed $75,000,000; provided, together any such Debt shall be secured only by the asset acquired in connection with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals incurrence of such notes shall be pledged Debt; (c) Debt associated with bonds, surety obligations or similar instruments required by Governmental Requirements in connection with the operation of the Oil and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations)Gas Properties; (d) Hedging Obligations endorsements of negotiable instruments for collection, deposit or negotiation and warranties of products or services, in each case, incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (ke) guaranties by Holdings of any intercompany Debt of any between the Borrower or and any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower Guarantor or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any between Wholly-Owned Domestic Subsidiary or guaranties Guarantors to the extent permitted by any Subsidiary of the Debt of any Borrower, in each case so long as Section 9.05(g); provided that such Debt is permitted under this Section 7.1not held, assigned, transferred, negotiated or pledged to any Person other than the 105 Borrower or a Wholly-Owned Subsidiary Guarantor; and, provided, further, that any such Debt owed by either the Borrower or a Wholly-Owned Subsidiary Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement; (lf) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000[Reserved]; (mg) unsecured senior or unsecured senior subordinated Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted AcquisitionsBorrower and any guarantees thereof, so long as after giving pro forma effect to the incurrence of such Debt and the use of the proceeds thereof, the Consolidated Leverage Ratio does not exceed 3.50 to 1.00, as the Consolidated Leverage Ratio is recomputed on such date using (I) Consolidated Total Debt outstanding on such date and (II) EBITDAX for the Reference Period ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available; provided that: (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance Borrower shall have complied with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and Section 8.01(o); (ii) such Debt does not result have any scheduled principal amortization; (iii) such Debt (other than the Specified Existing Notes) does not mature sooner than the date which is ninety-one (91) days after the Latest Maturity Date (provided that bridge facilities containing automatic extension provisions (except if a payment or bankruptcy default exists) shall be permitted so long as such extension results in a maturity date no earlier than ninety-one (91) days after the Latest Maturity Date); (iv) such Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions, provided that, in case of an asset sale tender offer, mandatory prepayment or redemption amounts are permitted to be applied first to the Obligations) which would require a mandatory prepayment or redemption in priority to the Obligations; (v) such Debt and any guarantees thereof are on terms, taken as a whole, not materially less favorable to Parent, the Borrower and its Subsidiaries as market terms for issuers of similar size and credit quality given the then prevailing market conditions as reasonably determined by the Borrower; (vi) if such Debt is senior subordinated Debt, such Debt is expressly subordinate to the payment obligations in full of all of the Loan Parties Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (vii) neither Parent nor any Subsidiary is required to guarantee such Debt unless Parent or such Subsidiary, as applicable, has guaranteed the Obligations pursuant to the Guaranty Agreement; and (viii) the Borrowing Base then in effect shall be adjusted to the extent required by Section 2.07(f) and the Borrower shall make any prepayment required by Section 3.04(c)(iii); provided further that exceed $3,000,000 in the aggregate in for purposes of clarification, any Fiscal YearDebt incurred under this Section 9.02(g) which is repaid may not be reborrowed under this Section 9.02(g); (nh) Equity Cure Securities comprised Junior Lien Debt in an aggregate principal amount not to exceed $100,000,000 and any guarantees thereof, so long as after giving pro forma effect to the incurrence of such Debt and the use of proceeds thereof, the Consolidated Leverage Ratio does not exceed 3.50 to 1.00, as the Consolidated Leverage Ratio is recomputed on such date using (I) Consolidated Total Debt outstanding on such date and (II) EBITDAX for the Reference Period ending on the last day of the type described fiscal quarter immediately preceding such date for which financial statements are available; provided that: (i) the Borrower shall have complied with Section 8.01(o); (ii) such Debt does not have any scheduled principal amortization; (iii) such Debt does not mature sooner than the date which is ninety-one (91) days after the Latest Maturity Date; (iv) such Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions, provided that, in case of an asset sale tender offer, mandatory prepayment or redemption amounts are permitted to be applied first to the Obligations) which would require a mandatory prepayment or redemption in priority to the Obligations; (v) such Debt and any guarantees thereof are on terms, taken as a whole, not materially less favorable to Parent, the Borrower and its Subsidiaries as market terms for issuers of similar size and credit quality given the then prevailing market conditions as reasonably determined by the Borrower; (vi) such Debt shall be at all times subject to the Intercreditor Agreement and the Obligations shall be secured on a senior priority basis to such Debt; (vii) neither Parent nor any Subsidiary is required to guarantee such Debt unless Parent or such Subsidiary, as applicable, has guaranteed the Obligations pursuant to the Guaranty Agreement; and (viii) the Borrowing Base then in effect shall be adjusted to the extent required by Section 7.14.42.07(f) and the Borrower shall make 106 any prepayment required by Section 3.04(c)(iii); andprovided further that for purposes of clarification, any Debt incurred under this Section 9.02(h) which is repaid may not be reborrowed under this Section 9.02(h); (oi) obligations Permitted Refinancing Debt and any guarantees thereof, the proceeds of one which shall be used concurrently with the incurrence thereof to refinance the outstanding Permitted Additional Debt permitted under Section 9.02(g) or more Loan Parties Section 9.02(h), as applicable, or to refinance the outstanding Permitted Refinancing Debt in respect thereof, as the case may be; provided that (i) the Borrower shall have complied with Section 8.01(o); (ii) the Borrower shall have furnished to bank guarantees issued the Administrative Agent and the Lenders copies of the final executed versions of the definitive documents therefor, and (iii) the Borrowing Base then in effect shall be adjusted to the extent required by Commerzbank up to an aggregate amount Section 2.07(f), and the Borrower shall make any prepayment required by Section 3.04(c)(iii); for purposes of 500,000 Euro.clarification, any Permitted Refinancing Debt incurred under this Section 9.02(i) which is repaid may not be reborrowed under this Section 9.02(i);

Debt. Not(a) Prior to the Guarantee Release Date, and not permit any other no Loan Party will, nor will it permit its Subsidiaries to, create, incur, assume or suffer to exist any Debt, Debt except: (a) Obligations under this Agreement and the other Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000; (i) Debt incurred under this Agreement; (ii) Debt set forth on Schedule 7.09, and refinancings of such Debt that do not increase the outstanding principal amount thereof or change the obligors thereunder except by an amount equal to amounts paid for any Borrower accrued interest, breakage, premium, fees and expenses in connection with such refinancings; 90 [[5256212]] (iii) Debt of the Parent or any Subsidiary owing to the Parent or any of its Subsidiaries, provided that (A) such Debt shall not have been transferred to any Wholly-Owned Domestic Person other than the Parent or any of its Subsidiaries and (B) in the case of Debt owed by a Loan Party to a Subsidiary or that is not a Loan Party, such Debt is subordinated in right of any Wholly-Owned Domestic Subsidiary payment on terms acceptable to any Borrower or another Wholly-Owned Domestic Subsidiary the Administrative Agent, to the extent permitted by Law and not giving rise to material adverse tax consequences to the Borrower; (iv) Guarantees of any Borrower; Debt permitted under this Section 7.09(a), provided that at the written request a Subsidiary that is not a Loan Party shall not Guarantee Debt that it would not have been permitted to incur under this Section 7.09(a) if it were a primary obligor thereon; (v) Debt owed in respect of Agent(A) any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds, provided that such Debt shall be evidenced by a demand note repaid in form full within 30 days of the incurrence thereof, and substance reasonably satisfactory (B) the unreimbursed amount of any drafts drawn under letters of credit, provided that such drafts shall be reimbursed in full within 5 Business Days of the applicable disbursement; (vi) other Debt of the Loan Parties; provided that, after giving pro forma effect to Agent the incurrence of such Debt and pledged and the application of the proceeds thereof, the Parent shall be in compliance with Section 7.02(a) as of the end of the most recent fiscal quarter for which financial statements shall have been delivered to Agent pursuant to Section 6.01(a) or 6.01(b); and (vii) other Debt of Subsidiaries that are not Loan Parties in an aggregate principal amount not to exceed $100,000,000 outstanding at any time. (b) On and after the Guarantee and Collateral Agreement as additional collateral security for the ObligationsRelease Date, no Loan Party will permit its Subsidiaries (other than any Subsidiary that is a Loan Party or a Xxxxx Subsidiary) to create, incur, assume or suffer to exist any Debt except: (i) Debt set forth on Schedule 7.09, and refinancings of such Debt that do not increase the obligations under outstanding principal amount thereof or change the obligors thereunder except by an amount equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in connection with such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and refinancings; (ii) Debt of any Subsidiary owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes the Parent or any of Foreign Subsidiaries in an aggregate amount whichits Subsidiaries, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, provided that such Debt in excess shall not have been transferred to any Person other than the Parent or any of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations)its Subsidiaries; (diii) Hedging Obligations incurred Guarantees of Debt of any other Subsidiary that is not a Loan Party permitted under this Section 7.09(b), provided that a Subsidiary shall not Guarantee Debt that it would not have been permitted to satisfy Borrowers’ obligations incur under this Section 6.9 7.09(b) if it were a primary obligor thereon; 91 [[5256212]] (iv) Debt owed in respect of (A) any overdrafts and other Hedging Obligations related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds, provided by a Lender or an Affiliate thereof for bona fide hedging purposes that such Debt shall be repaid in full within 30 days of the incurrence thereof, and not for speculation(B) the unreimbursed amount of any drafts drawn under letters of credit; provided that such drafts shall be reimbursed in full within 5 Business Days of the applicable disbursement; (ev) Debt described on Schedule 7.1 as of any Subsidiary (A) incurred to finance the Closing Dateacquisition, and construction or improvement of any extensionfixed or capital assets, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of businessincluding Capital Leases, provided that such Debt is extinguished incurred prior to or within two (2) Business Days of notice to Administrative Borrower 180 days after such acquisition or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect completion of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; construction or improvement, or (jB) Debt incurred assumed in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings acquisition of any Debt of fixed or capital assets, and any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount refinancings of such Debt that is reflected on do not increase the balance sheet of outstanding principal amount thereof except by an amount equal to amounts paid for any Loan Party as a liability accrued interest, breakage, premium, fees and expenses in accordance connection with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Yearrefinancings; (nvi) Equity Cure Securities comprised of (A) Debt of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary) after the type Original Closing Date, incurred prior to the time such Person becomes a Subsidiary (or is so merged or consolidated), that is not created in contemplation of or in connection with such Person becoming a Subsidiary (or such merger or consolidation), (B) Debt secured by a Lien on property acquired by a Subsidiary, incurred prior to the acquisition thereof by such Subsidiary, that is not created in contemplation of or in connection with such acquisition and (C) Debt refinancing (but not increasing the outstanding principal amount thereof, except by an amount equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in connection with such refinancing) any Debt described in Section 7.14.4this clause (vi); and (ovii) obligations any other Debt of one the Subsidiaries; provided that, at the time of the creation, incurrence or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an assumption of such Debt and after giving effect thereto, the sum, without duplication, of (A) the aggregate outstanding principal amount of 500,000 Euroall such Debt created, incurred, assumed, or in existence in reliance on this clause (vii), plus (B) the aggregate outstanding principal amount of all Debt secured by Liens under Section 7.01(y), plus (C) the aggregate outstanding amount of Attributable Debt under all Sale and Leaseback Transactions under Section 7.08(c) does not exceed 15% of Consolidated Net Tangible Assets; provided that, notwithstanding anything to the contrary in this Section 7.09(b), in no event shall the aggregate principal amount of Debt of non-wholly owned Subsidiaries exceed $100,000,000 outstanding at any time.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party toof Amazonia, Ylopa and any Intermediate Holding Company to create, incur, assume or suffer to exist exist, any Debt, except: , (aw) Obligations under this Agreement in the case of I.I.I. upon the occurrence of the Zoompart Succession, unsecured Debt which may be payable in Equity Interests in I.I.I., in form and substance satisfactory to the other Loan Documents; Majority Lenders, of I.I.I, to Zoompart incurred in connection with the accession by Zoompart to the Subordinated Loans described in clause (bz)(iv) below, (x) Existing Debt, (y) Debt secured by Liens permitted by of any such Person to any Subsidiary of the Borrower for the sole purpose of facilitating the upstreaming of Distributions to the Borrower in accordance with Section 7.2(d5.01(q), and extensionsprovided, renewals and refinancings thereof; provided that (i) the aggregate amount proceeds of all any such Debt at are immediately upstreamed, (ii) any time outstanding such Debt shall not exceed $1,000,000;bear an interest rate no higher than the market interest rate for comparable Debt, (iii) any such Debt shall be payable exclusively with the proceeds of dividends received from the relevant lender of such Debt and (iv) to the extent such Debt is incurred by the Borrower, such Debt shall be in the form of a Subordinated Loan, and (z) in the case of the Borrower: (i) Debt in respect of any Borrower Hedge Agreements designed to any Wholly-Owned Domestic Subsidiary hedge against fluctuations in interest rates or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant currency exchange rates relevant to the Guarantee Borrower’s and Collateral Agreement as additional collateral security for the Obligationsits Material Subsidiaries’ principal business, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations each case incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of businessbusiness for non-speculative purposes and consistent with prudent business practice, (ii) Debt under this Agreement, (iii) the assumption of Debt initially incurred for the sole purpose of facilitating the upstreaming of Distributions by Ylopa and Amazonia, provided provided, that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of shall bear an interest rate no higher than the market interest rate for comparable Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) any such Debt does not result shall be payable exclusively with the proceeds of dividends received from the relevant lender of such Debt, (iv) unsecured Debt in payment obligations the form of Subordinated Loans constituting all or part of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; Capital Contribution, and (ov) obligations extensions, renewals or replacements of one or more Loan Parties any of the foregoing for the same or, except in respect to bank guarantees issued by Commerzbank up to an aggregate amount the case of 500,000 Euroclause (ii) above, a lesser amount.

Debt. NotEach Loan Party and the Parent shall not, and not permit any other Loan Party of its Subsidiaries to, create, incur, assume or suffer or permit to exist any Debt, except: (a) Obligations under this Agreement and the other Loan Documents; (b) Debt of the Company or any of its Subsidiaries secured by Liens permitted by Section 7.2(d11.3(e), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000175,000; (ic) Debt of any Borrower the Company to any domestic Wholly-Owned Domestic Subsidiary or Debt of any domestic Wholly-Owned Domestic Subsidiary to any Borrower the Company or another domestic Wholly-Owned Domestic Subsidiary of any BorrowerSubsidiary; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to the Administrative Agent and pledged and delivered to the Administrative Agent pursuant to the Guarantee and Collateral Agreement Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Company hereunder in a manner reasonably satisfactory to the Administrative Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Contingent Liabilities arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 11.5; (e) Contingent Liabilities of the Company and/or its Subsidiaries in respect of Debt of the Company or its domestic Wholly-Owned Subsidiaries permitted by this Section 11.1; (f) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided approved in writing by a Lender or an Affiliate thereof the Administrative Agent for bona fide hedging purposes and not for speculation; (eg) Debt described on Schedule 7.1 as of the Closing Date, 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (fh) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” Debt to be Repaid (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1repaid on the Closing Date with the proceeds of the Loans hereunder); (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as to be assumed in connection with a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4Convertible Note Offering; and (oj) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 EuroApproved Subordinated Debt.

Debt. NotThe Borrower shall not, and shall not permit any other Loan Party Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations Debt under this Agreement and the other Loan Documents; (b) Debt of the Borrower or any Subsidiary used to finance the acquisition of fixed assets (including, without limitation, equipment and vehicles) of the Borrower or such Subsidiary, the construction of additional buildings or the expansion otherwise of their respective facilities and Debt consisting of Capitalized Leases; provided that such Debt (i) does not exceed the cost to the Borrower or such Subsidiary of the assets acquired or improved with the proceeds of such Debt or the value of the assets subject to such Capitalized Leases, (ii) in the case of new construction or expansion of existing facilities, is either a construction or permanent loan secured by the facilities constructed and/or the real property on which such facilities are located and related equipment and fixtures, leases, rents, reserves and other personal property (which for this purpose shall not include inventory and Intellectual Property) to the extent located on or commonly considered to be part of the real property as applicable, and (iii) in the case of other asset financing, is incurred within twelve months following the date of the acquisition (which for this purpose shall, in the case of a construction project, be the date that construction is completed and the asset constructed is placed into service or in the case of a Sale and Leaseback Transaction the date of disposition); (c) obligations (contingent or otherwise) 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 fluctuations in interest rates or foreign exchange rates 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; (d) unsecured intercompany Debt permitted by Section 6.10(c); provided that in the case of Debt owing by a Loan Party to a Subsidiary that is not a Loan Party such Indebtedness shall be subordinated to the Obligations in a manner and to an extent reasonably acceptable to the Agent; (e) Debt under the 1998 Indenture to the extent outstanding on the First Amendment Effective Date; (f) Debt under the 2007 Indenture to the extent outstanding on the First Amendment Effective Date; (g) Debt secured by Liens permitted by Section 7.2(d6.1(l), and extensions, renewals and refinancings together with any Permitted Refinancing Debt thereof; provided ; (h) unsecured Debt of the Subsidiaries that the are not Loan Parties in an aggregate principal amount of all such Debt not to exceed $20,000,000 at any time outstanding shall not exceed $1,000,000outstanding; (i) secured Debt of any the Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign its Subsidiaries in an aggregate principal amount which, together with the aggregate amount of equity contributions not to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 50,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that such Debt shall not be secured by a Lien on the inventory, accounts receivable or Intellectual Property; (j) unsecured Debt of the Loan Parties in an aggregate principal amount thereof shall not to exceed at any time outstanding the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor sum of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect $800,000,000 plus (ii) the amount of working capital by any Borrower or any existing unsecured Debt of its Subsidiaries in connection the Loan Parties, together with any Permitted AcquisitionRefinancing Debt thereof, in any case, so long as the aggregate obligations maturity for any such Debt that is incurred during the existence of a Collateral Period is at least 91 days after the latest Maturity Date then in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business;effect; and (k) guaranties by Holdings Contingent Obligations in respect of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is otherwise permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Euro6.9.

Debt. Not, and not permit any other Neither such Loan Party to, create, incur, assume nor any of the Mexican Subsidiaries shall incur or suffer to exist maintain any Debt, exceptother than: (a) Obligations under this Agreement and the other Loan DocumentsObligations; (b) Debt secured by Liens described on Schedule 6.9; (c) Guaranties permitted by Section 7.2(d7.14; (d) Capital Leases of Equipment and purchase money Debt incurred to purchase Equipment; provided, that (i) Liens securing the same attach only to the Equipment acquired by the incurrence of such Debt, and (ii) the aggregate amount of such Debt (including Capital Leases) outstanding does not exceed $10,000,000 at any time; (e) Debt evidencing a refinancing, refunding, renewal or extension of the Debt described on Schedule 6.9 or of Debt permitted by clause (p) of this Section 7.15; provided, that (i) the principal amount thereof is not increased (other than with respect to any reasonable fees and other costs of refinancing), (ii) the Liens, if any, securing such refinanced, refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refinanced, refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Closing Date (other than a Person that, with the prior written consent of the Administrative Agent and extensionsthe Majority Lenders, renewals became an obligor or guarantor of such Debt subsequent to the Closing Date) (or, in the case of Debt permitted by clause (p) below, as of the date of the consummation of the related Permitted Acquisition) shall become an obligor or guarantor thereof and refinancings thereof(iv) the terms of such refinancing, refunding, renewal or extension, taken as a whole, are no less favorable to the applicable Loan Party and to the Administrative Agent and the Lenders than the terms of the original Debt (other than with respect to (x) the rate of interest on such refinanced, refunded, renewed or extended Debt, provided such rate of interest is not in excess of the market rate at such time for such Debt and (y) premiums due and payable upon an optional redemption of such refinanced, refunded, renewed or extended Debt); (f) unsecured Debt of (i) the Parent or FMXI to Foamex, but solely to the extent expressly permitted under Section 7.12 and clause (o) of the defined term Restricted Investment, (ii) any wholly-owned Domestic Subsidiary of Foamex (other than a Borrower) to a Borrower or another wholly-owned Domestic Subsidiary of Foamex; provided provided, however, that the aggregate amount of such Debt owing by all such Debt at any time outstanding wholly-owned Domestic Subsidiaries of Foamex shall not exceed $1,000,000; 500,000 at any time outstanding, (iiii) Debt of any Borrower Foamex Canada to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any BorrowerFoamex; provided provided, however, that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions such Debt of Foamex Canada to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does Foamex shall not exceed $5,000,000 at any time outstanding, (providediv) any Mexican Subsidiary to any other Mexican Subsidiary or to any wholly-owned Subsidiary of a Mexican Subsidiary, such Debt in excess of $500,000 in (v) any Mexican Subsidiary to Foamex, but solely to the aggregate under this extent expressly permitted by clause (iio) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, defined term Restricted Investment and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (fvi) the Second Lien Obligations Foamex to Foamex Canada in accordance order to comply with the Second Lien Intercreditor AgreementSection 7.35; provided, that Foamex shall incur such Debt only to the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined extent that a Distribution made by Foamex Canada to Foamex in the Second Lien Intercreditor Agreement)amount of such Debt would result in negative tax consequences to Foamex or Foamex Canada; (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted unsecured Permitted Subordinated Debt (other than under Section 7.5; clause (hb) 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 two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11defined term); (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Euro.

Debt. NotNo Credit Party shall, and not nor shall it permit any other Loan Party of its Subsidiaries to, create, assume, incur, assume or suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) the Obligations under this Agreement and the other Loan DocumentsBanking Services Obligations; (b) intercompany Debt secured owed by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereofany Credit Party to any other Credit Party; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000; (i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by is subordinated to the Secured Obligations pursuant to a demand note subordination agreement in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant acceptable to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Administrative Agent; and (ii) Debt owing any such loans and advances made by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) a Credit Party shall be evidenced by notesa promissory note pledged to Administrative Agent for the ratable benefit of the Secured Parties; (c) purchase money indebtedness or Capital Leases outstanding on the Closing Date and set forth in detail in the attached Schedule 6.1 and any refinancings, and refundings, renewals or extensions thereof; provided that the originals amount of such notes shall be pledged and delivered to Agent pursuant to Debt is not increased at the Guarantee and Collateral Agreement as additional collateral security for the Obligations)time of such refinancing, refunding, renewal or extension; (d) Hedging Obligations purchase money indebtedness or Capital Leases incurred after the Closing Date; provided that, (i) no Credit Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to satisfy Borrowers’ obligations cause a Default, and (ii) such Debt permitted under Section 6.9 and other Hedging Obligations provided by a Lender or this clause (d) shall not exceed an Affiliate thereof for bona fide hedging purposes and not for speculationaggregate principal amount of $7,500,000 at any time; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increasedHedging Arrangements permitted under Section 6.16; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution endorsement of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums instruments for collection in the ordinary course of business; (kg) guaranties by Holdings of any unsecured Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is not otherwise permitted under the preceding provisions of this Section 7.16.1; and guaranties by provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1time; (lh) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding principal amount not at any time exceeding $2,000,0005,000,000 provided by Parent or any of Parent’s Affiliates to any Credit Party, which is subordinated to the Secured Obligations on terms and conditions acceptable to the Administrative Agent, provides for interest payable solely in additional principal of such Debt or Equity Interests of the Borrower permitted to be issued under Section 6.19 and has a maturity date occurring at least one year after the later of the Revolving Maturity Date and the Term Maturity Date; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Phantom Stock Distributions permitted under Section 7.14.46.9(e); and (oj) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 EuroRogue Earn Out Obligations.

Debt. Not, and not permit any other Loan Party to, createCreate, incur, assume assume, permit, guarantee, or suffer otherwise become or remain, directly or indirectly, liable with respect to exist any Debt, except: (a) Obligations under Debt evidenced by this Agreement and the other Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000; (i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Capitalized Lease Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums entered into in the ordinary course of business; (c) Contingent Obligations resulting from the endorsement of instruments for collection in the ordinary course of business; (d) Debt consisting of unsecured guarantees by a Loan Party or its Subsidiaries with respect to Debt of a Loan Party or one of its Subsidiaries, to the extent that the Person that is obligated under such guaranty would have been permitted to incur such underlying Debt pursuant to this Section 6.1; (e) Debt set forth on Schedule 6.1 and any Refinancing Indebtedness in respect of such Debt; (f) Debt owed to any Person providing property, casualty, liability, or other insurance to a Loan Party or any of its Subsidiaries which Debt is incurred in the ordinary course of business, so long as the amount of such Debt is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Debt is incurred and such Debt is outstanding only during such year; (g) Debt incurred in the ordinary course of business under performance, surety, statutory, and appeal bonds; (h) Debt in respect of netting services and overdraft protections in connection with Deposit Accounts; (i) Debt incurred by any Loan Party or its Subsidiaries arising from agreements providing for indemnities, adjustment of purchase price or similar obligations (but excluding Debt consisting of the deferred purchase price of property acquired in a Permitted Acquisition) or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of such Loan Party or Subsidiary pursuant to such agreements, in connection with acquisitions (including Permitted Acquisitions) or dispositions of any business or Assets permitted pursuant to Section 6.6 hereof; DB2/ 42498508.4 (i) Earn-outs incurred under the Cortina Purchase Agreement, and (ii) any other Debt owing to sellers of assets or Securities to a Borrower or its Subsidiaries (including Debt consisting of the deferred purchase price of property acquired in a Permitted Acquisition) that is incurred by the applicable Borrower or Subsidiary in connection with the consummation of one or more Permitted Acquisitions so long as (A) such Debt is subordinated to the Obligations on terms and conditions reasonably acceptable to Lender, unless (x) the principal amount of any such Debt does not exceed $1,000,000, and the aggregate principal amount of all such Debt does not exceed $2,000,000 or (y) such Debt is unsecured and does not provide for any payments of principal or interest prior to the date that is six months after the Term Loan Maturity Date, and (B) such Debt is otherwise on terms and conditions (including all economic terms and conditions and the absence of covenants) reasonably acceptable to Lender; (k) guaranties by Holdings of Debt (i) assumed in connection with any Debt of Permitted Acquisition or (ii) incurred to finance a Permitted Acquisition, in each case, that is without recourse to any Borrower or any Wholly-Owned Domestic of its Subsidiaries other than (x) any Borrower or Subsidiary that owns the assets acquired in such Permitted Acquisition, and (y) any Borrower or Subsidiary that holds the Securities of the Person that owns the assets acquired in connection with such Permitted Acquisition (solely with respect to such Securities but otherwise without recourse to such Borrower or Subsidiary), and so long as both immediately before and immediately after giving pro forma effect thereto, no Unmatured Event of Default or Event of Default shall have occurred and be continuing, or shall result therefrom; provided that the aggregate principal amount of any such Debt of such Borrower or such Subsidiary is permitted under described in this Section 7.1; and guaranties by clause (k) shall not exceed $7,500,000 at any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1one time outstanding; (l) Debt owing to any other Borrower or a Subsidiary of a Borrower that is a Loan Party so long as such Person is a party to the Intercompany Subordination Agreement; and (m) other unsecured DebtDebt not specified in clauses (a) through (k) of this Section 6.1 in an aggregate principal outstanding amount not to exceed, in addition to the Debt listed above, in an aggregate outstanding amount not $2,500,000 at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Eurotime.

Debt. Not, and not permit Neither any other Loan Obligated Party to, create, incur, assume nor any of its Subsidiaries shall incur or suffer to exist maintain any Debt, exceptother than: (a) Obligations under this Agreement and the other Loan DocumentsObligations; (b) the Debt described on Schedule 6.8; (c) Capital Leases and purchase money-secured by Liens permitted by Section 7.2(dDebt incurred to purchase Fixed Assets, Inventory located outside the U.S. and other assets (other than Inventory located in the U.S.), and extensions, renewals and refinancings thereof; provided that (i) the Liens securing such Capital Leases and purchase money secured Debt shall attach only to the Fixed Assets, Inventory located outside the U.S. and other assets (other than Inventory located in the U.S.) acquired by the incurrence of such Capital Leases and purchase money secured Debt, (ii) the aggregate amount of all such Capital Leases and purchase money secured Debt shall not exceed $50,000,000 at any time and (iii) prior to the purchase of any Real Estate with such purchase money secured Debt, the Borrowers shall provide the Agent with environmental reports related to such Real Estate that are reasonably acceptable to the Agent; (d) Debt evidencing a refunding, renewal, or extension of the Debt described in clause (b) and clause (c) preceding, provided that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed, or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed, or extended, (iii) no Person that is not initially an obligor or guarantor of such Debt shall 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; AMENDED AND RESTATED CREDIT AGREEMENT (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 $1,000,000; 10,000,000 (iexclusive 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) Debt of all such loans and advances made to and owed by any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt Guarantor shall be evidenced by a demand note 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 Xxxxx 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 Xxxxx 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 and pledged and delivered to Agent pursuant (provided that such documentation in the form previously provided to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated Agent prior to the Obligations hereunder in a manner reasonably Closing Date is satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced the Agent for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligationsh)); (di) Hedging Obligations unsecured Debt incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days business to finance the payment of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments insurance premiums not exceeding $10,000,000 in respect of working capital by aggregate principal amount at any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11;time outstanding; and (j) other unsecured Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, business not exceeding $25,000,000 in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding principal amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Eurooutstanding.

Debt. NotThe Borrower will not, and will not permit any other Loan Party Restricted Subsidiary to, create, incur, assume create or suffer to exist any Debt, exceptDebt other than: (a) Obligations under this Agreement and the other Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000; (i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at under the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; Loan Documents and (ii) Debt owing by Foreign Subsidiaries incurred pursuant to Borrowers advanced for working capital the ABL Credit Agreement and other general corporate purposes of Foreign Subsidiaries the related credit documents in an aggregate principal amount which, together with the aggregate amount of equity contributions not to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding800,000,000, (providedand, such Debt in excess of $500,000 in the aggregate under case of this clause (ii), to the extent constituting Debt, any Secured Cash Management Obligations (other than in respect of letters of credit or indebtedness for borrowed money) shall be evidenced and any Secured Hedge Obligations (in each case, as defined in the ABL Credit Agreement) secured by notes, and the originals of such notes shall be pledged and delivered to Agent Collateral securing the obligations under the ABL Credit Agreement pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing DateABL Loan Documents, and any extension, renewal or refinancing thereof so long replacement (or successive extensions, renewals or replacements) in whole or in part of the Debt referred to in this clause (ii) that meets the definition of Permitted Refinancing (it being understood that if the amount of any Debt is increased in connection with any extension, renewal or replacement, the amount permitted as a Permitted Refinancing shall be permitted under this clause (a)(ii) and the principal amount thereof is not increased; (f) above the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof permitted as a Permitted Refinancing shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreementbe permitted if permitted under another clause of this Section 6.01); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (hb) Debt arising from the honoring by a bank issued and outstanding or available under existing lines of credit or other financial institution of a check, draft or similar instrument drawn against insufficient funds in facilities on the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case Closing Date so long as such Debt is listed on Schedule 6.01 hereto, and any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part thereof that meets the definition of Permitted Refinancing (it being understood that if the amount of any Debt is increased in connection with any extension, renewal or replacement, the amount permitted as a Permitted Refinancing shall be permitted under this clause (b) and the amount above the amount permitted as a Permitted Refinancing shall be permitted if permitted under another clause of this Section 7.16.01); (lc) other unsecured DebtDebt (i) among Loan Parties, in addition (ii) from a Restricted Subsidiary that is not a Loan Party owing to a Loan Party to the Debt listed aboveextent permitted by Section 6.02, in an aggregate outstanding amount or (iii) among Restricted Subsidiaries that are not at any time exceeding $2,000,000Loan Parties; (md) cash management obligations and Debt incurred in respect of netting services, overdraft protection and similar arrangements; (e) Debt consisting of unsecured earn-out obligations incurred pursuant a Person that existed at the time such Person is acquired and becomes a Restricted Subsidiary of the Borrower or Debt of a Person that existed at the time such Person is merged or consolidated with a Restricted Subsidiary or Debt acquired by a Restricted Subsidiary in connection with an Asset Acquisition, in each case, to the consummation extent such Debt was not created in contemplation of Permitted Acquisitionssuch acquisition, merger or consolidation and is not secured by any assets other than those acquired so long as (i) on a Pro Forma Basis after giving effect thereto, the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP Total Leverage Ratio does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding 5.00 to 1.00 and (ii) all such Debt does outstanding pursuant to this clause (e) incurred by a Restricted Subsidiary that is not result in payment obligations of the Loan Parties that a Subsidiary Guarantor shall not exceed $3,000,000 100,000,000 in the aggregate in at any Fiscal Yeartime; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Euro.

Debt. NotNo Credit Party shall, and not nor shall it permit any other Loan Party of its Subsidiaries to, create, assume, incur, assume or suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) Obligations under this Agreement and the other Loan DocumentsObligations; (b) intercompany Debt secured incurred in the ordinary course of business owed by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereofany Credit Party to any other Credit Party; provided that the aggregate amount of all (i) if such Debt at is secured by Liens, such Debt and any time outstanding shall not exceed $1,000,000Liens securing such Debt are subordinated to the Secured Obligations and the Liens securing the Secured Obligations on terms and conditions and pursuant to documentation acceptable to the Administrative Agent in its sole discretion and (ii), if applicable, such Debt as an investment is also permitted in Section 6.3; (ic) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause form of accounts payable to trade creditors (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered including reimbursements made to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and Hi-Crush Services LLC or other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Second Lien Obligations Persons in accordance with the Second Lien Intercreditor Partnership Agreement; provided) for goods or services and current operating liabilities (other than for borrowed money) which in each case are not more than 90 days past due, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds each case incurred in the ordinary course of business, provided that as presently conducted, unless contested in good faith by appropriate proceedings and adequate reserves for such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrenceitems have been made in accordance with GAAP; (id) purchase price adjustments money indebtedness or Capital Leases in respect of working capital by an aggregate principal amount not to exceed $2,500,000 at any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11time; (je) Hedging Arrangements permitted under Section 6.15; (f) Debt incurred in connection with arising from the financing endorsement of insurance premiums instruments for collection in the ordinary course of business; (kg) guaranties by Holdings Debt arising from the financing of insurance premiums of any Credit Party in an aggregate amount not to exceed $750,000 incurred to defer the cost of such insurance for the underlying term of such insurance policy; (h) unsecured Debt under the Subordinated Notes and any Permitted Refinancing thereof; provided that (i) the scheduled maturity date thereof is not earlier than 91 days after the latest of any Borrower or any Wholly-Owned Domestic Subsidiary so long as the Revolving Maturity Date and the Term Maturity Date, (ii) the holders of such Debt shall have entered into a Subordination Agreement and (iii) the terms and provisions of such Borrower Debt shall be reasonably satisfactory to the Administrative Agent; (i) Debt under performance, stay, appeal and surety bonds or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary with respect to workers’ compensation or guaranties by any Subsidiary of the Debt of any Borrowerother like employee benefit claims, in each case so long as 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 is permitted under this Section 7.1shall be reasonably satisfactory to the Administrative Agent; (l) other unsecured DebtDebt 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 addition each case, pursuant to reasonable and customary agreements providing for indemnification, the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000adjustment of purchase price or similar adjustments; (m) guarantees of Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Credit Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Yearpermitted under this Section 6.1; (n) Equity Cure Securities comprised 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 of Sand Reserves; (o) Debt of existing on the type described in Section 7.14.4date hereof and set forth on Schedule 6.1; and (op) obligations unsecured Debt not otherwise permitted under the preceding provisions of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an this Section 6.1; provided that, the aggregate principal amount of thereof shall not exceed $500,000 Euroat any time.

Debt. NotNo Credit Party shall, and not nor shall it permit any other Loan Party of its Restricted Subsidiaries to, create, assume, incur, assume or suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) Obligations under this Agreement and the other Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000Obligations; (i) intercompany Debt of owed by any Borrower US Credit Party to any Wholly-Owned Domestic Subsidiary or other US Credit Party, (ii) intercompany Debt of owed by any Wholly-Owned Domestic Subsidiary Canadian Credit Party to any Borrower other Canadian Credit Party, and (iii) intercompany Debt owed by any Restricted Entity that is not a Credit Party to any other Restricted Entity that is not a Credit Party; (c) intercompany Debt (i) owed by any US Credit Party to any Restricted Entity that is not a US Credit Party, or another Wholly-Owned Domestic Subsidiary of (ii) owed by any BorrowerCanadian Credit Party to any Restricted Entity that is not a Canadian Credit Party; provided that: (i) such intercompany Debt shall be permitted as an Investment by such Credit Party pursuant to Section 6.3; and (ii) (A) the aggregate principal amount of such Debt permitted under this Section 6.1(c) shall not exceed $5,000,000 outstanding at any time, (B) such Debt shall not have a stated maturity date that is earlier than six months after the Maturity Date (as in effect at the written request of Agenttime such intercompany Debt was incurred), (C) if such Debt is owing by a Restricted Entity that is not a Credit Party, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder under subordination terms substantially similar to those set forth in a manner reasonably satisfactory to Agent; and Schedule 6.19 attached hereto, (iiD) if such Debt is owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provideda Restricted Entity that is a Credit Party, such Debt in excess of $500,000 shall be subordinated to the Obligations as provided in the aggregate under this clause Guaranty, (iiE) shall be such intercompany Debt is unsecured, (F) if such Debt is owed to a Credit Party, such Debt is evidenced by notesa promissory note that is subject to an Acceptable Security Interest in favor of the applicable Administrative Agent, and the originals (G) if such Debt is owing to a US Credit Party, such intercompany Debt shall not have been made with any proceeds of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations)any Advance; (d) Hedging Obligations incurred intercompany Debt owing to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided any US Credit Party by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; any Canadian Credit Party that (ei) Debt described is set forth on Schedule 7.1 as of the Closing Date6.1, and any extensionor (ii) incurred after February 16, renewal or refinancing thereof so long as the principal amount thereof is not increased; 2018; provided that (fx) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is outstanding and permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l6.1(d)(ii) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does shall not exceed $10,000,000 25,000,000, (y) such intercompany Debt is unsecured and evidenced by a promissory note that is subject to an Acceptable 107 Security Interest in favor of the aggregate for all Loan Parties at any time outstanding US Administrative Agent, and (iiz) such intercompany Debt does shall not result in payment obligations be made with any proceeds of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal YearAdvance; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Euro.

Debt. NotThe Company shall not, and shall not permit any other Loan Party to, create, incur, assume of its Subsidiaries to create or suffer to exist any Debt, exceptDebt other than: (a) Obligations Debt under this Agreement and the other Loan Documents; provided that any Debt under Section 2.01(b) shall be incurred under clause (i) below; (b) Debt secured by Liens permitted by Section 7.2(d), issued and extensions, renewals and refinancings thereof; provided that outstanding or available under existing lines of credit or other facilities on the aggregate amount of all Closing Date so long as such Debt at any time outstanding shall not exceed $1,000,000; (i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described is listed on Schedule 7.1 as of the Closing Date8.01(b) hereto, and any extension, renewal or refinancing replacement (or successive extensions, renewals or replacements) in whole or in part thereof that meets the definition of Permitted Refinancing (it being understood that if the amount of any Debt is increased in connection with any extension, renewal or replacement, the amount permitted as a Permitted Refinancing shall be permitted under this clause (b) and the amount above the amount permitted as a Permitted Refinancing shall be permitted if permitted under another clause of this Section 8.01); (c) Debt (i) among Loan Parties, (ii) from a Subsidiary that is not a Loan Party owing to a Loan Party to the extent permitted by Section 8.02, or (iii) among Subsidiaries that are not Loan Parties; (d) cash management obligations and Debt incurred in respect of netting services, overdraft protection and similar arrangements; (e) so long as the principal amount thereof Company is in compliance with Section 8.05 on a Pro Forma Basis after giving effect to such transaction, Debt of a Person that existed at the time such Person is acquired and becomes a Subsidiary of the Company or Debt of a Person that existed at the time such Person is merged or consolidated with a Subsidiary or Debt acquired by a Subsidiary in connection with an Acquisition, in each case, to the extent such Debt was not created in contemplation of such acquisition, merger or consolidation and is not increasedsecured by any assets other than those acquired so long as all such Debt outstanding pursuant to this clause (e) shall not exceed $100,000,000 in the aggregate at any time; (f) any earn-out obligation that comprises a portion of the Second Lien Obligations consideration for an acquisition or Debt consisting of obligations under deferred compensation or other similar arrangements incurred in accordance connection with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement)an acquisition; (g) Contingent Obligations arising so long as the Company is in compliance with respect Section 8.05 on a Pro Forma Basis after giving effect to customary indemnification such transaction, capital lease obligations and purchase money obligations for the purchase of goods on ordinary trade terms, fixed assets or capital assets so long as all such Debt outstanding pursuant to this clause (g) shall not exceed $50,000,000 in favor of purchasers in connection with dispositions permitted under Section 7.5the aggregate at any time; (h) Guarantees with respect to 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 two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrenceLoan Parties permitted under this Section 8.01; (i) purchase price adjustments (x) Debt under Section 2.01(b) and other pari passu secured Debt in respect of working capital by any Borrower the aggregate not to exceed $100,000,000 or any of its (y) Debt (secured or unsecured) at Subsidiaries in connection with any Permitted Acquisitionthat are not Guarantors, so long as all Debt outstanding pursuant to this clause (i) shall not exceed $500,000,000 in the aggregate obligations in respect of at any time; provided that any such purchase price adjustments would not result in pari passu secured Debt shall have both a breach final maturity date and a weighted average life to maturity no shorter than the date that is one-half year after the then current final maturity date of the limitations set forth in Section 7.11;Revolving Loans and shall be subject to intercreditor provisions reasonably satisfactory to the Administrative Agent unless such pari passu Debt is pursuant to a Secured Cash Management Agreement or Secured Hedge Agreement; and (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any unsecured Debt of any Borrower or any Wholly-Owned Domestic Subsidiary a Loan Party so long as the Company is in compliance with Section 8.05 on a Pro Forma Basis after giving effect to such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Eurotransaction.

Debt. NotThe Borrower will not, and will not permit any other Loan Party Restricted Subsidiary to, create, incur, assume create or suffer to exist any Debt, exceptDebt other than: (a) Obligations under this Agreement and the other Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000; (i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at under the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; Loan Documents and (ii) Debt owing by Foreign Subsidiaries incurred pursuant to Borrowers advanced for working capital the ABL Credit Agreement and other general corporate purposes of Foreign Subsidiaries the related credit documents in an aggregate principal amount which, together with the aggregate amount of equity contributions not to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding800,000,000, (providedand, such Debt in excess of $500,000 in the aggregate under case of this clause (ii), to the extent constituting Debt, any Secured Cash Management Obligations (other than in respect of letters of credit or indebtedness for borrowed money) shall be evidenced and any Secured Hedge Obligations (in each case, as defined in the ABL Credit Agreement) secured by notes, and the originals of such notes shall be pledged and delivered to Agent Collateral securing the obligations under the ABL Credit Agreement pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing DateABL Loan Documents, and any extension, renewal or refinancing thereof so long replacement (or successive extensions, renewals or replacements) in whole or in part of the Debt referred to in this clause (ii) that meets the definition of Permitted Refinancing (it being understood that if the amount of any Debt is increased in connection with any extension, renewal or replacement, the amount permitted as a Permitted Refinancing shall be permitted under this clause (a)(ii) and the principal amount thereof is not increased; (f) above the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof permitted as a Permitted Refinancing shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreementbe permitted if permitted under another clause of this Section 6.01); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (hb) Debt arising from the honoring by a bank issued and outstanding or available under existing lines of credit or other financial institution of a check, draft or similar instrument drawn against insufficient funds in facilities on the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case Closing Date so long as such Debt is listed on Schedule 6.01 hereto, and any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part thereof that meets the definition of Permitted Refinancing (it being understood that if the amount of any Debt is increased in connection with any extension, renewal or replacement, the amount permitted as a Permitted Refinancing shall be permitted under this clause (b) and the amount above the amount permitted as a Permitted Refinancing shall be permitted if permitted under another clause of this Section 7.16.01); (lc) other unsecured DebtDebt (i) among Loan Parties, in addition (ii) from a Restricted Subsidiary that is not a Loan Party owing to a Loan Party to the Debt listed aboveextent permitted by Section 6.02, in an aggregate outstanding amount or (iii) among Restricted Subsidiaries that are not at any time exceeding $2,000,000Loan Parties; (md) cash management obligations and Debt incurred in respect of netting services, overdraft protection and similar arrangements; (e) Debt consisting of unsecured earn-out obligations incurred pursuant a Person that existed at the time such Person is acquired and becomes a Restricted Subsidiary of the Borrower or Debt of a Person that existed at the time such Person is merged or consolidated with a Restricted Subsidiary or Debt acquired by a Restricted Subsidiary in connection with an Asset Acquisition, in each case, to the consummation extent such Debt was not created in contemplation of Permitted Acquisitionssuch acquisition, merger or consolidation and is not secured by any assets other than those acquired so long as (i) on a Pro Forma Basis after giving effect thereto, the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP Total Leverage Ratio does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding 5.002.60 to 1.00 and (ii) all such Debt does outstanding pursuant to this clause (e) incurred by a Restricted Subsidiary that is not result in payment obligations of the Loan Parties that a Subsidiary Guarantor shall not exceed $3,000,000 100,000,000 in the aggregate in at any Fiscal Yeartime; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Euro.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Restricted Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (i) in the case of the Borrower, (A) Debt owed to a Wholly Owned Subsidiary of the Borrower that is a Restricted Subsidiary; provided that, any such Debt owed by the Borrower to any Wholly Owned Subsidiary of the Borrower that is not a Loan Party, shall be subordinated in right of payment to the Obligations of the Borrower under the Loan Documents and shall be evidenced by, and subject to the provisions of, an intercompany note that shall be pledged to the Collateral Agent in accordance with the terms of the Security Agreement, (B) other unsecured Debt aggregating not more than $50,000,000 at any time outstanding other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Subsidiary; provided that (I) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lenders pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Administrative Agent demonstrating such compliance and (II) such unsecured Debt ranks junior to or pari passu with the Facilities, (C) other unsecured Debt (including, for the avoidance of doubt, any long-term Debt incurred in connection with a note offering) of the Borrower or any Loan Party, other than Guaranties or other contingent obligations of the Borrower with respect to any Debt or other obligation of any Subsidiary; provided that (I) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lenders pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Administrative Agent demonstrating such compliance, (II) such unsecured Debt does not mature or have scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than customary offers to repurchase upon a change of control, asset sale or casualty event and customary acceleration rights after an event of default), prior to the date that is six months after the latest Termination Date applicable to the Facilities at the time such unsecured Debt is incurred, and (III) the covenants and other material terms of such unsecured Debt are no more restrictive than those set forth in the Loan Documents, and (D) (i) the Senior Notes and Permitted Junior Refinancing Debt in respect thereof in an aggregate principal amount not to exceed $400,000,000 and (ii) junior secured Debt in an aggregate principal amount at any time outstanding not to exceed $300,000,000; provided that, in the case of this clause (ii), (a) such Debt is (i) if secured, secured by Liens on (x) the Collateral that are junior to the Liens on the Collateral securing the Obligations under this Agreement and/or (y) property of Persons other than the Borrower or its Restricted Subsidiaries, (ii) not secured by any property or assets of any Loan Party other than the Collateral and (iii) not guaranteed by Subsidiaries of the Borrower other than the Subsidiary Guarantors, (b) such Debt does not mature or have scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than customary offers to repurchase upon a change of control, asset sale or casualty event and customary acceleration rights after an event of default), prior to the date that is 90 days after the latest Termination Date applicable to the Facilities at the time such Debt is incurred, (c) the security agreements (if such debt is secured by the Collateral) and guarantees (if such Debt is guaranteed by one or more Subsidiary Guarantors) of the Borrower and its Subsidiaries relating to such Debt have terms not more favorable to the respective creditors than the terms of the Collateral Documents and the Subsidiary Guaranty (with such differences as are appropriate to reflect the nature of such junior lien Debt and any other Loan Documentsdifferences reasonably satisfactory to the Administrative Agent or the Collateral Agent) and (d) if such Debt is secured by the Collateral, a Representative acting on behalf of the holders of such Debt shall have become party to, or otherwise be subject to the provisions of, the Second Lien Intercreditor Agreement; (bE) pari passu secured Debt the incurrence of which would result in the Borrower and its Restricted Subsidiaries having Consolidated First Lien Debt (excluding therefrom any Debt pursuant to Section 5.02(b)(iii)(H), any Finance Lease Obligations and any Debt permitted by Section 5.02(b)(iii)(G)) in an aggregate principal amount at any time outstanding not to exceed (x) $750,000,000 minus (y) the sum of (1) the aggregate principal amount of all Advances outstanding at such time, (2) the aggregate Available Amount of all Letters of Credit outstanding at such time and (3) the aggregate Unused Revolving Credit Commitments at such time; provided that (I) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lenders pursuant to Section 5.03 and as though such Debt had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Administrative Agent demonstrating such compliance, (II) immediately before and after the incurrence of such Debt, no Default or Event of Default shall have occurred and be continuing and (III) if such Debt is secured by the Collateral, a Representative acting on behalf of the holders of such Debt shall have become party to, or otherwise be subject to the provisions of, an Intercreditor Agreement; (ii) (A) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Wholly Owned Subsidiary of the Borrower that is a Restricted Subsidiary; provided that (I) any such Debt owed to any Wholly Owned Subsidiary of the Borrower that is not a Loan Party by any Restricted Subsidiary of the Borrower that is a Loan Party, shall be subordinated in right of payment to the Obligations of such Loan Party under the Loan Documents and shall be evidenced by, and subject to the provisions of, an intercompany note that shall be pledged to the Collateral Agent in accordance with the terms of the Security Agreement and (II) any such Debt owed to the Borrower or to a Wholly Owned Subsidiary of the Borrower that is a Loan Party in excess of $250,000 by any Restricted Subsidiary that is not a Loan Party shall be evidenced by a promissory note that shall be pledged to the Collateral Agent in accordance with the terms of the Security Agreement, and (B) in the case of any Loan Party, Debt in the form of a Guaranty of Debt otherwise permitted under this Section 5.02(b); and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) the Surviving Debt set forth on Schedule 5.02(b) hereto (other than the Senior Notes), (C) non-recourse Debt of the Borrower and Restricted Subsidiaries incurred solely to finance capital expenditures for the development of Greenfield Projects, (D) non-recourse Debt incurred for the transactions set forth in Section 5.02(a)(iv) secured by Liens permitted by Section 7.2(d5.02(a)(iv), , (E) Debt in respect of (i) Swaps (excluding interest rate Swaps) incurred in the ordinary course of business and extensions, renewals and refinancings thereof; provided that the aggregate amount consistent with prudent 114 Alliance Resource business practice with payment obligations of all such Debt up to $250,000,000 at any time outstanding (subject to netting contemplated in the definition of “Swaps”) and (ii) interest rate Swaps incurred in the ordinary course of business and consistent with prudent business practice of up to $250,000,000 of notional indebtedness at any time outstanding (subject to netting contemplated in the definition of “Swaps”), (F) [reserved] (G) Finance Lease Obligations respecting newly acquired or sale-leaseback property or equipment, and other Debt incurred in connection with newly acquired property or equipment or a sale-leaseback under Section 5.02(e)(iii), aggregating not more than $150,000,000 at any time outstanding; provided, in each case, that the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on the financial statements most recently delivered to the Lenders pursuant to Section 5.03 and as though such Debt or Finance Lease Obligations had been incurred at the beginning of the four-quarter period covered thereby, as evidenced by a certificate of the chief financial officer (or person performing similar functions) of the Borrower delivered to the Administrative Agent demonstrating such compliance, (H) Debt of the Borrower and its Restricted Subsidiaries, if any, arising in connection with receivables securitization programs on terms and conditions customary for transactions of that type in an aggregate principal amount not to exceed $1,000,000;100,000,000 at any time outstanding, and (I) (i) Debt of any Borrower to any WhollyAlliance Resource Finance Corporation (as a co-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any obligor (with the Borrower; provided that at ) under the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; Indenture and (ii) Debt owing by Foreign Subsidiaries of a newly formed, special purpose entity that is a Wholly Owned Subsidiary of the Borrower and that is a Restricted Subsidiary, solely to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, extent such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notesis issued as a co-obligor (with the Borrower) of Debt issued in the capital markets having a maturity not earlier than the later of (x) July 9, 2024 and (y) 90 days after the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing latest Termination Date, and any extension, renewal or refinancing thereof so long as solely to the principal amount thereof is not increased; (f) the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that extent such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Borrower is otherwise permitted pursuant to Section 7.11; 5.02(b) (j) Debt incurred in connection with for the financing avoidance of insurance premiums in the ordinary course of business; (k) guaranties by Holdings doubt, this basket shall be without duplication of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted capacity under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Euro5.02(b)).

Debt. Not, and not permit any other Loan Related Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the other Loan Documents; (b) purchase money Debt secured by Liens permitted by Section 7.2(d11.2(d) which Debt was incurred to finance the purchase, construction or improvement of fixed assets (including equipment), and extensionsamendments, renewals restatements, supplements, refundings, renewals, refinancings, replacements or extensions thereof on terms and refinancings thereofconditions no less favorable, in the aggregate, to the Related Parties, as applicable, than such existing Debt and in a principal amount not in excess of that outstanding as of the date of such amendment, restatement, supplement, refunding, renewal, refinancing, replacement or extension; provided that (i) the aggregate amount total of all such Debt at any time outstanding for all such Persons shall not exceed an aggregate principal amount of $1,000,0007,500,000 at any one time outstanding (in addition to any such Debt referred to in subsection (f) below); (ii) no such Debt when incurred shall exceed the purchase price or cost of construction or improvement of the assets(s) financed; and (iii) no such Debt shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (ic) Debt of any Borrower the Company to any Wholly-Owned Domestic Subsidiary or Debt of any domestic Wholly-Owned Domestic Subsidiary to any Borrower the Company or another domestic Wholly-Owned Domestic Subsidiary of any BorrowerSubsidiary; provided that at the written request of Agent, (i) such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to the Agent and pledged and delivered to the Agent pursuant to the Guarantee and Collateral Agreement Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Company hereunder in a manner reasonably satisfactory to Agent; the Agent and (ii) the recipient of any such Debt owing has guaranteed the Obligations and such guaranty is secured by Foreign Subsidiaries to Borrowers advanced for working capital a pledge of all of its Capital Securities and other general corporate purposes substantially all of Foreign Subsidiaries its personal property, in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and each case in accordance with Section 7.11(a)(iii), does not exceed $5,000,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations)10.10; (d) Subordinated Debt; (e) Hedging Obligations incurred upon ten (10) days prior written notice to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof Agent for bona fide hedging purposes and not for speculation; (ef) Debt described on Schedule 7.1 existing as of the Closing DateDate and set forth on Schedule 11.1 (other than Debt to be Repaid and Subordinated Debt), and any extensionamendments, renewal restatements, supplements, refundings, renewals, refinancing, replacements or refinancing extensions thereof so long as on terms and conditions no less favorable, in the aggregate, to the Related Parties than such existing Debt and in a principal amount thereof is not increased; (f) in excess of that outstanding as of the Second Lien Obligations in accordance with the Second Lien Intercreditor Agreement; provideddate of such amendment, that the aggregate principal amount thereof shall not exceed the “Maximum Second Lien Principal Amount” (as such term is defined in the Second Lien Intercreditor Agreement)restatement, supplement, refunding, renewal, refinancing, replacement or extension; (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case to be Repaid (so long as such Debt is permitted under this Section 7.1;repaid on the Closing Date with the proceeds of the initial Loans hereunder); and (lh) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4; and (o) obligations of one or more Loan Parties in respect to bank guarantees issued by Commerzbank up to an aggregate amount of 500,000 Euro5,000,000.

Debt. Not, and The Borrowers will not permit any other Subsidiary that is not a Loan Party to, to create, incur, assume or suffer permit to exist any Debt, except: (a) Obligations under this Agreement Debt existing on the Effective Date and the other Loan Documentsset forth in Schedule III and any Refinancing Debt in respect thereof; (b) Debt secured of any Restricted Subsidiary to a Borrower or any other Restricted Subsidiary; (c) Guarantees by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereofany Restricted Subsidiary of Debt of a Borrower or any other Restricted Subsidiary; provided that (x) the aggregate amount of all such Debt at any time outstanding shall not exceed $1,000,000; (i) Debt of any Borrower to any Wholly-Owned Domestic Restricted Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agentso Guaranteed is permitted by this Section (other than clause (e)), such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations (y) Guarantees permitted under such demand note this clause (c) shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; the same extent and on the same terms as the Debt so Guaranteed is subordinated to the Obligations and (iiz) to the extent required pursuant to Section 9.16 and the definition of “Guarantor”, any such Restricted Subsidiary shall have also Guaranteed the Obligations; (A) Debt owing incurred to finance the acquisition, construction, repair, replacement or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed in connection with the acquisition of any such assets or secured by Foreign Subsidiaries a Lien on any such assets prior to Borrowers advanced for working capital the acquisition thereof; provided that such Debt is incurred prior to or within 270 days after such acquisition or the completion of such construction, repair, replacement or improvement, and other general corporate purposes (B) Refinancing Debt in respect of Foreign Subsidiaries in an Debt incurred or assumed pursuant to clause (A) above; provided further that at the time of incurrence thereof, the aggregate principal amount whichof Debt permitted by this clause (d), together (without duplication) with the aggregate principal amount of equity contributions to Foreign Subsidiaries made outstanding Debt secured by Liens incurred pursuant to and in accordance with Section 7.11(a)(iii5.6(d), does shall not exceed the greater of (x) $5,000,000 at any time outstanding, 100,000,000 and (provided, such Debt in excess y) 4.25% of $500,000 in Consolidated Total Assets as of the aggregate under this clause (ii) shall be evidenced by notes, and fiscal year most recently ended prior to the originals incurrence of such notes shall be pledged and delivered to Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculationDebt; (e) (A) Debt described on Schedule 7.1 as of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Restricted Subsidiary that is merged or consolidated with or into a Restricted Subsidiary in a transaction permitted hereunder) after the Closing Effective Date, or Debt of any Person that is assumed by any Restricted Subsidiary in connection with an acquisition of assets by such Restricted Subsidiary in an acquisition permitted by this Agreement; provided that such Debt exists at the time such Person becomes a Restricted Subsidiary (or is so merged or consolidated) or such assets are acquired and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increasedcreated in contemplation of or in connection with such Person becoming a Restricted Subsidiary (or such merger or consolidation) or such assets being acquired and (B) Refinancing Debt in respect of Debt incurred or assumed, as applicable, pursuant to clause (A) of this Section 5.5(e); (f) the Second Lien Obligations in accordance other Debt, together (without duplication) with the Second Lien Intercreditor Agreement; provided, that the aggregate principal amount thereof shall of outstanding Debt of the Loan Parties secured by Xxxxx incurred pursuant to Section 5.6(h), in an aggregate principal amount not exceed exceeding at the “Maximum Second Lien Principal Amount” time of incurrence thereof, the greater of (A) $250,000,000 and (B) 10.50% of Consolidated Total Assets as of the fiscal year most recently ended prior to the incurrence of such term is defined in the Second Lien Intercreditor Agreement)Debt at any time outstanding; (g) Contingent Obligations arising with respect Debt owed to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; any Person (h) 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 two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate including obligations in respect of letters of credit for the benefit of such purchase price adjustments would not result Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in a breach of the limitations set forth in Section 7.11; (j) Debt each case incurred in connection with the financing of insurance premiums in the ordinary course of business; (kh) guaranties by Holdings Debt in respect of any Debt performance bonds, bid bonds, appeal bonds, surety bonds, bankers acceptances drafts, performance and completion guarantees and similar obligations (other than in respect of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrowerother Debt), in each case so long as provided in the ordinary course of business; (i) Debt owed in respect of any overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfers of funds; provided that such Debt is shall be repaid in full within five Business Days of the incurrence thereof; (j) Debt in the form of purchase price adjustments, earnouts, non-competition agreements or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any acquisition or other investment permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $2,000,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, so long as (i) the amount of such Debt that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $10,000,000 in the aggregate for all Loan Parties at any time outstanding and (ii) such Debt does not result in payment obligations of the Loan Parties that exceed $3,000,000 in the aggregate in any Fiscal Year; (n) Equity Cure Securities comprised of Debt of the type described in Section 7.14.4Agreement; and (ok) obligations Debt representing deferred compensation to directors, officers, consultants or employees of one a Borrower or more Loan Parties a Restricted Subsidiary incurred in respect to bank guarantees issued by Commerzbank up to an aggregate amount the ordinary course of 500,000 Eurobusiness.