Common use of Debt Clause in Contracts

Debt. Without the prior written consent of Required Lenders, such Borrower will not create, assume or suffer to exist any Debt other than: (a) Debt arising under this Agreement and the Notes; (b) Debt in favor of such Borrower's Custodian consisting of overnight extensions of credit from such Custodian in the ordinary course of business; (c) Debt pursuant to the Other Credit Facility; and (d) Debt arising in connection with portfolio investments and investment techniques permissible under the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stock.

Debt. Without the prior written consent No Credit Party shall, nor shall it permit any of Required Lendersits Subsidiaries to, such Borrower will not create, assume or assume, incur, suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than:than the following (collectively, the “Permitted Debt”): (a) Debt arising under this Agreement and the NotesObligations; (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (d) Purchase Money Debt or Capital Leases in an aggregate principal amount not to exceed $5,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in favor the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such Borrower's Custodian consisting items have been made in accordance with GAAP; (g) Debt arising from the endorsement of overnight extensions of credit from such Custodian instruments for collection in the ordinary course of business; (ch) Debt pursuant to consisting of liabilities incurred in the Other Credit Facility; and ordinary course of business under workers’ compensation claims required by Governmental Authority; (di) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt arising existing on the Closing Date and set forth in Schedule 6.1 including extensions, replacements and refinancings thereof which do not increase the principal amount (excluding any expenses or premium incurred in connection with portfolio investments and investment techniques permissible under any such extension, replacement or refinancing) of such Debt as of the Investment Company Act and other applicable lawsdate of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, rulesin each case, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower the ordinary course of business; (Am) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent permissible such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; and (n) unsecured Debt not otherwise permitted under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionspreceding provisions of this Section 6.1; provided that, (B) enter into reverse repurchase agreements for an the aggregate principal amount which exceeds 10% of such Borrower's Total Assets thereof shall not exceed $5,000,000 at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stock.

Debt. Without the prior written consent of Required LendersNot, such Borrower will and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt other thanDebt, except: (a) Debt arising Obligations under this Agreement and the Notes;other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (b) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (c) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in favor any case incurred in connection with the acquisition or disposition of such Borrower's Custodian consisting any business, assets or Subsidiary of overnight extensions Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of credit any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from such Custodian customers for goods purchased in the ordinary course of business; (ce) Debt pursuant with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the Other Credit Facility; and ordinary course of business; (df) Debt arising incurred in connection with portfolio investments and investment techniques permissible under the Investment Company Act surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other applicable laws, rulestypes of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) Debt described on Schedule 7.1 as of the Closing Date, and regulations any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased, (h) unsecured Debt (which for further clarity shall exclude accounts payable and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that other current liabilities incurred by Loan Parties in no event shall such Borrower (A) enter into or utilize swapsthe ordinary course of business), caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except in addition to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionsDebt listed above, (B) enter into reverse repurchase agreements for in an aggregate outstanding amount which exceeds 10% of such Borrower's Total Assets not at any time, time exceeding $250,000; and (Ci) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided Subordinated Debt entered into in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to accordance with this Agreement. Such Borrower will not issue or have outstanding any preferred stock.

Debt. Without the prior written consent of Required LendersCreate, such Borrower will not createincur, assume assume, permit, guarantee, or suffer otherwise become or remain, directly or indirectly, liable with respect to exist any Debt other thanDebt, except: (a) Debt arising under evidenced by this Agreement and the Notesother Loan Documents; (b) Debt in favor Contingent Obligations resulting from the endorsement of such Borrower's Custodian consisting of overnight extensions of credit from such Custodian instruments for collection in the ordinary course of business; (c) Debt owed by Borrower to Guarantor so long as such Debt is subordinated pursuant to the Other Credit Facility; and Intercompany Subordination Agreement; (d) Debt arising which may be deemed to exist pursuant to any performance bonds, surety bonds, statutory bonds, appeal bonds or similar obligations incurred in the ordinary course of business in an aggregate outstanding amount not to exceed $500,000 at any one time; (e) Debt in respect of netting services, overdraft protections and otherwise in connection with portfolio investments deposit accounts incurred in the ordinary course of business; (f) guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Borrower and its Subsidiaries in an aggregate outstanding amount at any one time not to exceed $400,000; (g) Debt of Borrower under any Hedging Agreements so long as such Hedging Agreements are used solely as a party of its normal business operations as a risk management strategy or a hedge against changes resulting from market operations and not as a means to speculate for investment techniques permissible purposes on trends and shifts in financial or commodities markets; (h) Debt incurred in the ordinary course of business under the Investment Company Act and other applicable lawsincentive, rulesnon-compete, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swapsconsulting, caps, options, futures contracts, options on futures contractsdeferred compensation, or other similar portfolio investments arrangements incurred by Xxxxxxxx; (i) Debt incurred in the ordinary course of business with respect to the financing of insurance premiums; (j) Debt in respect of Taxes, governmental assessments or investment techniques, except governmental charges to the extent permissible that payment thereof shall not at the time be required to be made hereunder; (k) refinancings, renewals, or extensions of Debt described on the Disclosure Statement with respect to this Section 6.1 so long as: (i) such refinancings, renewals, or extensions do not result in an increase in the then extant principal amount of the Debt so refinanced, renewed, or extended (other than for accrued interest and premiums and fees), (ii) such refinancings, renewals, or extensions do not result in a shortening of the average weighted maturity of the Debt so refinanced, renewed, or extended, nor are they on terms or conditions that, taken as a whole, are materially more burdensome or restrictive to Borrower, and (iii) the Debt that is refinanced, renewed, or extended is not recourse to any Person that is liable on account of the Loans other than those Persons which were obligated with respect to the Debt that was refinanced, renewed, or extended; (l) Debt described in the ACRC Pledge and Control Agreement as being secured by the liens permitted pursuant to clause (p) of the definition of “Permitted Liens” (as in effect on the Closing Date); (m) Debt incurred by Xxxxxxxx under the Investment Company Act and consistent July 2014 Loan Documents; (n) Debt resulting solely from the granting of Liens by Borrower on equity Securities of one or more of its Subsidiaries, so long as the holder of such Debt does not have recourse against Borrower with respect to such Borrower's investment objectives and fundamental and operating investment restrictionsDebt, except solely with respect to the equity Securities of such Subsidiaries of Borrower that secure such Debt; and (Bo) enter into reverse repurchase agreements for other Debt of Borrower in an aggregate amount which exceeds 10% of such Borrower's Total Assets not to exceed $500,000 at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stock.

Debt. Without the prior written consent No Credit Party shall, nor shall it permit any of Required Lendersits Subsidiaries to, such Borrower will not create, assume or assume, incur, suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than:than the following (collectively, the “Permitted Debt”): (a) Debt arising under this Agreement and the NotesObligations; (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that (i) if such Debt is secured by Liens, such Debt and any Liens securing such Debt are subordinated to the Secured Obligations and the Liens securing the Secured Obligations on terms and conditions and pursuant to documentation acceptable to the Administrative Agent in its sole discretion and (ii), if applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt in favor the form of accounts payable to trade creditors (including reimbursements made to Hi-Crush Services LLC or other Persons in accordance with the Partnership Agreement) for goods or services and current operating liabilities (other than for borrowed money) which in each case are not more than 90 days past due, in each case incurred in the ordinary course of business, as presently conducted, unless contested in good faith by appropriate proceedings and adequate reserves for such Borrower's Custodian consisting items have been made in accordance with GAAP; (d) purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $2,500,000 at any time; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of overnight extensions of credit from such Custodian instruments for collection in the ordinary course of business; (c) Debt pursuant to the Other Credit Facility; and (dg) 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 Maturity Date, (ii) the holders of such Debt shall have entered into a Subordination Agreement and (iii) the terms and provisions of such Debt shall be reasonably satisfactory to the Administrative Agent; (i) Debt under performance, stay, appeal and surety bonds or with respect to workers’ compensation or other like employee benefit claims, in each case incurred in the ordinary course of business; (j) Debt assumed in connection with portfolio investments any Permitted Investment or Acquisition and investment techniques permissible under the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that not incurred in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for contemplation thereof in an aggregate principal amount which exceeds 10% of such Borrower's Total Assets not exceeding $500,000 at any time, and any Permitted Refinancing thereof; (Ck) borrow money Debt owed to the seller of any property acquired in an Investment permitted under Section 6.3(k) or create leverage (l) or an Acquisition permitted under any arrangement OTHER THAN (v) from Lenders hereunder, (w) Section 6.4 on an overnight basis from such Borrower's Custodian unsecured subordinated basis, which subordination agreement shall be on terms substantially similar to the extent Subordination Agreement or otherwise satisfactory to the Administrative Agent in its sole discretion; provided that the terms and provisions of such Debt shall be reasonably satisfactory to the Administrative Agent; (l) Debt incurred in SECTION 5.07(Ban Investment permitted under Section 6.3(k) or (l), (x) an Acquisition permitted under Section 6.4 or a disposition of assets permitted under Section 6.8(j), in each case, pursuant to reasonable and customary agreements providing for indemnification, the Other adjustment of purchase price or similar adjustments; (m) guarantees of Debt of any Credit Facility, Party permitted under this Section 6.1; (yn) pursuant to investment techniques to Debt arising from royalty agreements on customary terms entered into by the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined Borrower and its Subsidiaries in the Investment Company Act)ordinary course of business in connection with the purchase of Sand Reserves; (o) Debt existing on the date hereof and set forth on Schedule 6.1; and (p) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will the aggregate principal amount thereof shall not issue or have outstanding exceed $500,000 at any preferred stocktime.

Debt. Without None of the prior written consent Obligors or their Subsidiaries (other than Unrestricted Entities) and none of Required Lendersthe Partnerships will incur, such Borrower will not create, assume or suffer permit to exist any Debt other thanDebt, except: (a) Debt arising under this Agreement and the NotesNotes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt of the Borrower disclosed in favor Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of such Borrower's Custodian consisting of overnight extensions of credit Property or services) from such Custodian time to time incurred in the ordinary course of businessbusiness which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (c) Debt pursuant to the Other Credit Facility; and (d) Debt arising under leases permitted under Section 9.08; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with portfolio investments the operation of any Obligor’s Oil and investment techniques permissible Gas Properties; (f) Debt of the Obligors under Hedging Agreements permitted under Section 9.02; (g) Debt to AAI not to exceed $15,000,000 in the Investment Company Act aggregate; provided, that, all such debt shall be unsecured and other applicable lawssubordinated to the Obligations on terms and conditions satisfactory to the Administrative Agent; (h) Intercompany Debt; provided, rulesthat, (i) any such Intercompany Debt shall be subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent, and regulations (ii) such Intercompany Debt in excess of $250,000 shall be evidenced by an Intercompany Note pledged to secure the Obligations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such possession of the Administrative Agent; and (i) Debt of the Borrower may borrow from Lenders pursuant and its Subsidiaries not otherwise described under subparagraphs (a) through (h) above not to this Agreement. Such Borrower will not issue or have outstanding any preferred stockexceed $5,000,000 in the aggregate.

Debt. Without the prior written consent No Credit Party shall, nor shall it permit any of Required Lendersits Subsidiaries to, such Borrower will not create, assume or assume, incur, suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than:than the following (collectively, the “Permitted Debt”): (a) Debt arising under this Agreement and the NotesObligations; (b) intercompany Debt owed by any Credit Party to any other Credit Party; provided that, if applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt in favor the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which, in each case, is incurred in the ordinary course of business, as presently conducted and is not more than 90 days past due unless contested in good faith by appropriate proceedings and adequate reserves for such Borrower's Custodian consisting items have been made in accordance with GAAP regardless of overnight extensions whether such reserves are required thereunder; (d) purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $500,000 at any time; provided no Credit Party may enter into additional indebtedness of credit the type described in this clause (d) if a Default is continuing or incurring the additional indebtedness could reasonably be expected to cause a Default; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from such Custodian the endorsement of instruments for collection in the ordinary course of business; (cg) unsecured Funded Debt pursuant to not otherwise permitted under the Other Credit Facilitypreceding provisions of this Section 6.1; and provided that, the aggregate principal amount thereof shall not exceed $500,000 at any time; (dh) Debt arising from the financing of insurance premiums of any Credit Party, so long as (i) such Debt shall not be in connection with portfolio investments and investment techniques permissible under excess of the Investment Company Act and other applicable laws, rulesamount of the unpaid cost of, and regulations shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) any unpaid amount of such Debt is fully cancelled upon termination of the underlying insurance policy, and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions(iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (h) shall not exceed $100,000; PROVIDED that in no event shall such Borrower and (Ai) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except unsecured Debt to the extent permissible under such unsecured Debt would be an Investment permitted by Section 6.3 (j) guarantees of primary obligations of any other Person; provided that the Investment Company Act primary obligations so guaranteed are permitted by this Agreement; and (k) Debt in respect of performance bonds, bid bonds, appeal bonds, surety bonds and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionssimilar obligations, (B) enter into reverse repurchase agreements for in each case provided in the ordinary course of business obligations in an aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian not to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stockexceed $100,000.

Debt. Without the prior written consent of Required Lenders, such Borrower will not createnot, assume nor will Borrower permit any other Credit Party to, incur, become or suffer to exist remain liable for any Debt other than: than (a) Debt arising under this Agreement and the Notes; Obligations, (b) Debt in favor of such Borrower's Custodian consisting of overnight extensions of credit from such Custodian in the ordinary course of business; any Credit Party to any other Credit Party, (c) Debt pursuant to the Other Credit Facility; and Permitted Purchase Money Debt, (d) Debt arising subject to any adjustment to the Borrowing Base required under Section 2.15, Senior Notes and any guarantees thereof and any Permitted Refinancing Debt, provided that, solely with respect to Senior Notes not constituting Permitted Refinancing Debt, (i) such Senior Notes do not have any scheduled amortization prior to the stated maturity of such Senior Notes, (ii) such Senior Notes do not mature sooner than a date that is at least one-hundred and eighty (180) days following the Termination Date in connection with portfolio investments effect on the date of issuance of such Senior Notes, (iii) such Senior Notes and investment techniques permissible under any guarantees thereof are on market terms for similar instruments of issuers of similar size and credit quality given the Investment Company Act then prevailing market conditions, (iv) as determined in good faith by the senior management of Borrower, such Senior Notes and other applicable lawsany guarantees thereof are on terms, rulestaken as a whole, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED no more restrictive or burdensome than this Agreement, provided that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except the financial maintenance covenants with respect to the extent permissible under the Investment Company Act such Senior Notes are not more restrictive than those in this Agreement and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% the representations and warranties, covenants (other than financial maintenance covenants) and events of default of such Borrower's Total Assets at any timeSenior Notes are not, (C) borrow money taken as a whole, more restrictive or create leverage under any arrangement OTHER THAN burdensome than those in this Agreement, and (v) from Lenders hereunder, such Senior Notes do not have any mandatory prepayment or redemption provisions (wother than customary change of control or asset sale tender offer provisions) on an overnight basis from such Borrower's Custodian which would require a mandatory prepayment or redemption in priority to the extent provided Obligations, and (e) other Debt in SECTION 5.07(B), (x) pursuant an amount not to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding exceed at any "SENIOR SECURITY" (as defined time $20,000,000 in the Investment Company Act)aggregate. Solely for purposes of clause (d) of this Section 9.1, except that any Permitted Senior Debt for the payment of which the proceeds of other Senior Notes or Permitted Refinancing Debt has been deposited in trust or otherwise set aside shall be deemed no longer “outstanding” so long as such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue Permitted Senior Debt is repaid within sixty (60) days after the Credit Parties’ receipt of proceeds of such other Senior Notes or have outstanding any preferred stockPermitted Refinancing Debt.

Debt. Without the prior written consent of Required LendersNot, such Borrower will and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt other than:Debt, except the following ("Permitted Debt"): (a) Debt arising Obligations under this Agreement and the Notesother Loan Documents; (b) Debt incurred in favor connection with Liens permitted under Section 7.2(b); (c) Debt secured by Liens permitted by Section 7.2(c), and extensions, renewals and refinancings thereof; (d) Reserved; (e) Contingent Obligations arising with respect to customary indemnification obligations or purchase price adjustments or similar obligations in connection with asset dispositions, Permitted Acquisitions or Permitted Investments; (f) Reserved; (g) Contingent Obligations (i) by endorsement of such Borrower's Custodian instruments for deposit or collection in the ordinary course of business, (ii) consisting of overnight extensions guarantees of credit from Debt incurred for the benefit of any other Loan Party if the primary obligation is permitted elsewhere in this Section 7.1 or (iii) with respect to statutory, surety and appeal bonds, performance bonds and other similar obligations (including with respect to workers' compensation claims); (h) accrual and capitalization of interest on any Permitted Debt; (i) Debt incurred in connection with the financing of insurance premiums; (j) Debt in respect of netting services, cash management services, overdraft protections and otherwise in connection with deposit accounts, so long as such Custodian Debt is incurred in the ordinary course of business; (ck) Debt pursuant to the Other Credit Facility; and (d) Debt Contingent Obligations arising in connection with portfolio investments the Existing Letters of Credit and investment techniques permissible any other letters of credit issued at the request of any Loan Party in the ordinary course of such Loan Party’s business; (l) Subordinated Debt; (m) Reserved; (n) Debt incurred by Borrower under customary agreements consisting of indemnification, adjustment of purchase price or similar obligations entered into in connection with asset dispositions, Permitted Acquisitions and Permitted Investments, or from guarantees or letters of credit, securing the Investment Company Act performance of any Obligor pursuant to such agreements, incurred or contracted for in connection with asset dispositions, Permitted Acquisitions and other applicable lawssuch Permitted Investments; (o) Debt representing deferred compensation, rulesseverance, pension and regulations health and consistent welfare retirement benefits or the equivalent thereof to current and former employees of Borrower incurred in the ordinary course of business or existing on the Closing Date; (p) Debt owed to Apollo Endosurgery, Inc. outstanding on the date hereof; and (q) Debt assumed or acquired by Borrower or any Subsidiary in connection with a Permitted Acquisition; provided that such Debt exists at the time that such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Borrower's investment objectives Person becoming a Subsidiary and fundamental extensions, renewals and operating investment restrictions; PROVIDED replacements of any such Debt that in no event shall do not increase the outstanding principal amount thereof (immediately prior to giving effect to such Borrower (A) enter into extension, renewal or utilize swapsreplacement, capsother than with respect to the accrual of interest, options, futures contracts, options on futures contracts, fees or other similar portfolio investments costs imposed as a result of the refinancing) or investment techniques, except to shorten the extent permissible under maturity or the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stockweighted average life thereof.

Debt. Without the prior written consent Each Loan Party shall not, and shall not permit any of Required Lendersits Subsidiaries to, such Borrower will not directly or indirectly, incur, create, assume assume, or suffer permit to exist any Debt other thanDebt, except: (a) Debt arising under this Agreement and the NotesObligations (other than Hedge Obligations); (b) existing Debt described on Schedule 7.1; (c) purchase money Debt and Capitalized Lease Obligations not to exceed $2,500,000 in favor the aggregate at any time outstanding; (i) Debt of any Loan Party owing to any other Loan Party, (ii) Debt of any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor, and (iii) Debt of any Subsidiary that is not a Guarantor owing to any Loan Party that is permitted under Section 7.5; (e) Debt owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, performance, bid, surety or appeal bonds, performance and completion guarantees and similar obligations, pursuant to reimbursement or indemnification obligations to such Borrower's Custodian consisting of overnight extensions of credit from such Custodian Person, in each case incurred in the ordinary course of business; (cf) endorsements of negotiable or similar instruments for collection or deposit in the ordinary course of business; (g) with respect to any Debt permitted to be incurred pursuant to this Section 7.1, guaranties of such Debt or guaranties by any Loan Party or any of its Subsidiaries of such Debt; (h) Debt pursuant incurred in the ordinary course of business owed to the Other Credit Facility; and (d) Debt arising in connection with portfolio investments and investment techniques permissible under the Investment Company Act and other applicable lawsany Person providing property, rulescasualty, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contractsliability, or other similar portfolio investments or investment techniques, except insurance to the extent permissible under Loan Parties, including to finance insurance premiums, so long as the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% of such Borrower's Total Assets Debt is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such; (i) Hedge Obligations existing or arising under Hedge Agreements permitted by Section 7.17; and (j) other Debt not to exceed $2,500,000 in the aggregate at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stocktime outstanding.

Debt. Without the prior written consent No Credit Party shall, nor shall it permit any of Required Lendersits Subsidiaries to, such Borrower will not create, assume or assume, incur, suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than:than the following (collectively, the “Permitted Debt”): (a) Debt arising under this Agreement and the NotesObligations; (b) unsecured intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; (c) Debt in favor the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case are not more than 90 days past due, in each case incurred in the ordinary course of business, as presently conducted, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (d) purchase money indebtedness or Capital Leases incurred prior to the Petition Date and any Debt issued to refinance, refund, extend, renew or replace such Debt (“Refinancing Indebtedness”) so long as the principal amount of such Borrower's Custodian consisting Refinancing Indebtedness is not greater than the outstanding principal amount of overnight extensions such existing Debt plus the amount of credit any premiums or penalties and accrued and unpaid interest thereof and reasonable fees and expenses in connection therewith; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from such Custodian the endorsement of instruments for collection in the ordinary course of business; (cg) the Senior Notes; (h) Debt pursuant in respect of the DIP Term Loan Facility; (i) Debt under performance, stay, appeal and surety bonds or with respect to workers’ compensation or other like employee benefit claims, in each case incurred in the Other ordinary course of business; (j) guarantees of Debt of any Credit Facility; and Party permitted under this Section 6.1; (dk) 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 portfolio investments the purchase of Sand Reserves; and (l) Debt existing on the Petition Date and investment techniques permissible under the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options set forth on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stockSchedule 6.1.

Debt. Without Neither the prior written consent of Required LendersBorrower nor any Restricted Subsidiary will incur, such Borrower will not create, assume or suffer to exist any Debt other thanDebt, except: (a) Debt the Notes or other Indebtedness arising under this Agreement and the Notes;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 favor the Financial Statements, including one or more guarantees of the PLX Senior Subordinated Notes and the other obligations of PLX under the PLX Senior Subordinated Indentures; provided that such Borrower's Custodian consisting obligations are extinguished on or prior to the date set forth in Section 8.04. (c) 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 overnight extensions 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 credit from its Wholly-Owned Subsidiaries, and, provided further, that any such Custodian 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 9.03(d) and Section 9.03(e), the principal amount of which does not exceed $5,000,000 in the aggregate at any one time. (g) endorsements of negotiable instruments for collection in the ordinary course of business;. (ch) Debt pursuant to the Other Credit Facility; and (d) Debt arising in connection with portfolio investments and investment techniques permissible under the Investment Company Act 2002 Senior Subordinated Notes and any guarantees thereof by the Guarantors, the principal amount of which does not exceed $200,000,000 in the aggregate. (i) other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that Debt not to exceed $10,000,000 in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stockone time outstanding.

Debt. Without the prior written consent of Required LendersNot, such Borrower will and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt other thanDebt, except: (a) Debt arising Obligations under this Agreement and the Notesother Loan Documents; (b) the SVB Indebtedness or any Equivalent Credit Line; provided that the aggregate amount of all such SVB Indebtedness or an Equivalent Credit Line at any time outstanding shall not exceed $2,000,000; (c) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $1,000,000; (d) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (e) Debt (i) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in favor any case incurred in connection with the acquisition or disposition of such Borrower's Custodian consisting any business, assets or Subsidiary of overnight extensions Borrower otherwise permitted hereunder, (ii) representing deferred compensation to employees of credit any Loan Party incurred in the ordinary course of business, and (iii) representing customer deposits and advance payments received in the ordinary course of business from such Custodian customers for goods purchased in the ordinary course of business; (cf) Debt pursuant with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the Other Credit Facility; and ordinary course of business; (dg) Debt arising incurred in connection with portfolio investments and investment techniques permissible under the Investment Company Act surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other applicable laws, rulestypes of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (h) Debt described on Schedule 7.1 as of the Closing Date, and regulations any extension, renewal or refinancing (including with a different lender) thereof so long as the principal amount thereof is not increased; and (i) unsecured Debt (which for further clarity shall exclude accounts payable and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that other current liabilities incurred by Loan Parties in no event shall such Borrower (A) enter into or utilize swapsthe ordinary course of business), caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except in addition to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionsDebt listed above, (B) enter into reverse repurchase agreements for in an aggregate outstanding amount which exceeds 10% of such Borrower's Total Assets not at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stocktime exceeding $250,000.

Debt. Without the prior written consent of Required Lenders, such Borrower will not create, assume Create or suffer to exist exist, or permit any of its subsidiaries to create or suffer to exist, any Debt other than: than as described in the Registration Statement and the Prospectus, including any filings with the SEC made by Borrower that are incorporated by reference therein, prior to the date hereof and other Permitted Debt; provided that the Borrower shall be permitted to restructure or refinance any Debt described in the Registration Statement and the Prospectus (aprovided that such restructured or refinanced Debt (A) Debt arising is not for a greater principal amount than the existing Debt, (B) does not purport to restrict the repayment of indebtedness under this Agreement and the Notes; Note, and (bC) Debt no Event of Default shall have occurred and be continuing hereunder). “Debt” means (i) indebtedness for borrowed money, (ii) obligations evidenced by bonds, debentures, notes or other similar instruments, (iii) obligations to pay the deferred purchase price of property or services, (iv) obligations as lessee under leases which shall have been or should be, in favor accordance with generally accepted accounting principles, recorded as capital leases, (v) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clause (i) through (iv) above, and (vi) liabilities in respect of unfunded vested benefits under plans covered by Title IV of ERISA. “Permitted Debt” means (i) indebtedness arising hereunder; (ii) current unsecured trade payables and accrued liabilities arising in the ordinary course of the Borrower’s business (including, without limitation, obligations under operating leases); (iii) purchase money indebtedness and capital leases incurred in connection with the acquisition of fixed assets in an aggregate amount not exceeding $50,000 at any one time outstanding; (iv) indebtedness of a subsidiary acquired after the date of this Agreement or an entity merged into or consolidated with the Borrower or any subsidiary of the Borrower after the date of this Agreement and indebtedness assumed in connection with the acquisition of assets, which indebtedness, in each case, exists at the time of such Borrower's Custodian consisting acquisition, merger or consolidation and is not created in contemplation of overnight extensions such event and where such acquisition, merger or consolidation is permitted by this Agreement; (v) indebtedness in respect of credit from such Custodian netting services, overdraft protection and otherwise in connection with deposit accounts or similar accounts incurred in the ordinary course of business; , provided such debt is extinguished within five (c5) Debt pursuant to days of its incurrence; (vi) indebtedness incurred in the Other Credit Facilityordinary course of business in connection with the financing of insurance premiums of the Borrower or any of its subsidiaries; (vii) indebtedness arising from agreements of the Borrower providing for indemnification, adjustment of purchase price or acquisition price or similar obligations (including earn-outs), in each case, incurred or assumed in connection with the acquisition contemplated on the date hereof; and (dviii) Debt arising other indebtedness of Borrower in connection with portfolio investments and investment techniques permissible under the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% not in excess of such Borrower's Total Assets $50,000 in the aggregate at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stocktime outstanding.

Debt. Without Not, and not permit any of the prior written consent of Required LendersLoan Parties and their Subsidiaries to, such Borrower will not create, assume incur, assume, or suffer to exist any Debt other thanDebt, except the following: (ai) Debt arising Obligations under this Agreement and the Notesother Loan Documents; (bii) Debt of any of the Loan Parties (other than Holdings) and their Subsidiaries secured by Liens permitted by Section 9.2.2, and extensions, renewals, replacements, and refinancings thereof, so long as the aggregate amount of all such Debt at any time outstanding does not exceed $500,000; (iii) Debt of any Loan Party to any other Loan Party, so long as (i) that Debt is evidenced by a demand note in favor form and substance reasonably satisfactory to Administrative Agent and pledged and delivered to Administrative Agent pursuant to the Security Documents as additional collateral security for the Obligations, and (ii) the obligations under that demand note are subordinated to the obligations of such Borrower's Custodian consisting the Loan Parties under the Loan Documents (including the Obligations of overnight extensions Borrowers under this Agreement) in a manner reasonably satisfactory to Administrative Agent; (iv) Debt arising in connection with endorsement of credit from such Custodian instruments for deposit in the ordinary course of business; (cv) Debt pursuant of any Loan Party to any employee, officer, or director or any such Person’s spouse, estate, or estate-planning vehicle to repurchase Equity Interests from that Person upon the Other Credit Facility; death, disability, or termination of employment of that employee, officer of director, so long as the aggregate amount of all such Debt at any time outstanding does not exceed $250,000; (vi) unsecured Hedging Obligations consisting of commodity swap agreements of the Loan Parties (other than Holdings) and their Subsidiaries in an aggregate amount not to exceed $250,000 incurred for bona fide hedging purposes and not for speculation with respect to risks arising in the ordinary course of Borrowers’ business; (dvii) Debt described on Schedule 9.2.1 and any extension, renewal, replacement or refinancing thereof so long as the principal amount thereof is not increased; (viii) the Debt to be Repaid (so long as that Debt is repaid on the First Amendment Effective Date with the proceeds of the Acquisition Term Debt); (ix) Contingent Liabilities arising with respect to (i) customary indemnification obligations by any of the Loan Parties (other than Holdings) and their Subsidiaries in favor of purchasers in connection with portfolio investments and investment techniques permissible dispositions permitted under the Investment Company Act and other applicable laws, rulesSection 9.2.9, and regulations (ii) the guaranty by any of the Loan Parties (other than Holdings) and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swapstheir Subsidiaries of a lease, capssublease, options, futures contracts, options on futures contractslicense, or other similar portfolio investments sublicense entered into in the ordinary course of business by another Loan Party or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), Subsidiary thereof; (x) pursuant unsecured Debt incurred in respect of netting services, overdraft protection, and other like services, in each case, incurred in the ordinary course of business; (xi) so long as the Acquisition Term Debt is subject to the Other Credit Facility, terms and conditions of the Intercreditor Agreement the Acquisition Term Debt in an aggregate principal amount outstanding under this clause (yxi) pursuant at any time not to investment techniques to exceed the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" Term Loan Cap (as defined in the Investment Company Act)Intercreditor Agreement) at any time outstanding and any permitted Refinancing (as defined in the Intercreditor Agreement) thereof; provided, except that, any Acquisition Term Debt that such exceeds the Term Loan Cap shall still be permitted hereunder to the extent it constitutes Excess Term Loan Debt (as defined in the Intercreditor Agreement) under the Intercreditor Agreement; (xii) Debt owed to any person or entity providing property, casualty or liability insurance to any Borrower may borrow from Lenders or any Subsidiary of any Borrower in connection with the financing of financing premiums in the ordinary course of business to the extent not due and payable; (xiii) unsecured Debt of any Borrower or any of its Subsidiaries owing to banks or other financial institutions under corporate credit cards issued to officers and employees for business related expenses in the ordinary course of business in an aggregate amount not to exceed $375,000 at any time outstanding; (xiv) [Reserved]; (xv) Debt in the form of Capital Lease obligations or purchase money obligations of any entity that becomes a Loan Party after the date hereof pursuant to this a Permitted Acquisition; provided, that (x) such Debt exists at the time such entity becomes such a Subsidiary and is not created in contemplation of or in connection with such entity becoming such a Subsidiary, (y) such Debt is not guaranteed in any respect by any Borrower or Guarantor (other than by any such entity that guaranteed such Debt at the time such entity became a Subsidiary) and (z) such Debt in the aggregate does not exceed $750,000 at any time outstanding and any renewals, extensions, or refinancings thereof so long as the principal amount thereof is not increased; (xvi) Debt in an aggregate amount not to exceed $250,000 at any time outstanding in connection with surety or similar bonds, letters of credit and performance bonds obtained in the ordinary course of business of the Borrowers and their Subsidiaries; (xvii) deposits supporting the performance of operating leases in the ordinary course of business in an aggregate amount not to exceed $250,000 at any time outstanding; (xviii) unsecured Debt arising from agreements providing for customary adjustments of purchase price or similar obligations, or from guarantees securing the performance of any Borrower or any Subsidiary of any Borrower pursuant to such agreements, in connection with any Permitted Acquisitions; (xix) cash obligations under incentive, non-compete, consulting, deferred compensation, or other similar arrangements, other than sales commissions, incurred by it in the ordinary course of business in an aggregate amount not to exceed $2,000,000 at any time outstanding; (xx) (A) the Green Remedies Seller Note to the extent subject to the Green Remedies Seller Note Subordination Agreement. Such Borrower will , (B) other unsecured seller notes issued by Holdings of up to 150% of the EBITDA of the target for the most recently ended twelve month period for which financial statements have been delivered to Administrative Agent, in an aggregate amount not issue to exceed $12,000,000 at any time outstanding to the extent subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent and subject to documentation and structure reasonably acceptable to the Administrative Agent and (C) other unsecured earn-outs owing by Holdings of up to 150% of the EBITDA of the target for the most recently ended twelve month period for which financial statements have been delivered to Administrative Agent, in an aggregate amount not to exceed $12,000,000 at any time outstanding the extent subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent and subject to documentation and structure reasonably acceptable to the Administrative Agent; (xxi) Debt consisting of SBA PPP Loans in an aggregate amount not to exceed $1,408,000 at any preferred stocktime outstanding; and (xxii) other unsecured Debt of the Loan Parties and their Subsidiaries not otherwise provided for herein in an aggregate amount not at any time exceeding $750,000 at any time outstanding; provided, to the extent any such Debt is in the form of seller notes, earn-out or similar obligations, such Debt shall only be issued by Holdings and shall be subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent.

Debt. Without the prior written consent No Credit Party shall, nor shall it permit any of Required Lendersits Subsidiaries to, such Borrower will not create, assume or assume, incur, suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than:than the following (collectively, the “Permitted Debt”): (a) Debt arising under this Agreement and the NotesObligations; (b) intercompany Debt owed by any Credit Party to any other Credit Party; provided that, if applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt in favor the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which, in each case, is incurred in the ordinary course of business, as presently conducted and is not more than 90 days past due unless contested in good faith by appropriate proceedings and adequate reserves for such Borrower's Custodian consisting items have been made in accordance with GAAP regardless of overnight extensions whether such reserves are required thereunder; (d) purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $500,000 at any time; provided no Credit Party may enter into additional indebtedness of credit the type described in this clause (d) if a Default is continuing or incurring the additional indebtedness could reasonably be expected to cause a Default; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from such Custodian the endorsement of instruments for collection in the ordinary course of business; (cg) unsecured Funded Debt pursuant to not otherwise permitted under the Other Credit Facilitypreceding provisions of this Section 6.1; and provided that, the aggregate principal amount thereof shall not exceed $500,000 at any time; (dh) Debt arising from the financing of insurance premiums of any Credit Party, so long as (i) such Debt shall not be in connection with portfolio investments and investment techniques permissible under excess of the Investment Company Act and other applicable laws, rulesamount of the unpaid cost of, and regulations shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) any unpaid amount of such Debt is fully cancelled upon termination of the underlying insurance policy, and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions(iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (h) shall not exceed $100,000; PROVIDED that in no event shall such Borrower and (Ai) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except unsecured Debt to the extent permissible under such unsecured Debt would be an Investment permitted by Section 6.3; (j) guarantees of primary obligations of any other Person; provided that the Investment Company Act primary obligations so guaranteed are permitted by this Agreement; and (k) Debt in respect of performance bonds, bid bonds, appeal bonds, surety bonds and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionssimilar obligations, (B) enter into reverse repurchase agreements for in each case provided in the ordinary course of business obligations in an aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian not to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stockexceed $100,000.

Debt. Without the prior written consent of Required Lenders, such The Borrower will not, and will not permit any other Loan Party to, incur, create, assume or suffer to exist any Debt other thanDebt, except: (a) Debt the Notes or other Indebtedness arising under this Agreement and the NotesLoan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness 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 90 days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (c) Debt under Capital Leases not to exceed $15,000,000 in favor the aggregate at any one time outstanding; (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of such Borrower's Custodian consisting the Oil and Gas Properties; (e) endorsements of overnight extensions of credit from such Custodian negotiable instruments for collection in the ordinary course of business; (cf) Permitted Second Lien Debt of the Borrower not to exceed $200,000,000 and guarantees thereof by any Loan Party, in each case, subject to the Intercreditor Agreement; (g) Debt pursuant under Permitted Senior Unsecured Notes and guarantees thereof by any Loan Party; (h) other Debt not to exceed $15,000,000 in the aggregate at any one time outstanding; and (i) Debt of the Borrower or a Guarantor to the Other Credit Facility; and (d) Debt arising in connection with portfolio investments and investment techniques permissible under the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stockGuarantor.

Debt. Without the prior written consent of Required Lenders, such The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt other thanDebt, except: (a) Debt the Notes or other Secured Obligations arising under this Agreement and the NotesLoan Documents or any guaranty of or suretyship arrangement for the Notes or other Secured Obligations arising under the Loan Documents; (b) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected on Schedule 9.02; (c) contingent obligations as a non-operator under oil and gas operating agreements and contingent obligations under gas sale contracts for make-up volumes on sales of gas, in favor of such Borrower's Custodian consisting of overnight extensions of credit from such Custodian each case incurred in the ordinary course of business; (c) Debt pursuant to the Other Credit Facility; and (d) Debt arising 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 Governmental Requirements in connection with portfolio investments the operation of the Oil and investment techniques permissible under Gas Properties; (g) intercompany Debt between the Investment Company Act 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 applicable lawsthan the Borrower or one of its Wholly-Owned Subsidiaries, rulesand, 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 Debt is not increased (other than by the costs, fees, and regulations expenses and consistent by accrued and unpaid interest and premium paid in connection with any such Borrower's investment objectives extension, refinancing or renewal), (ii) the interest rate of such Debt is not increased, (iii) any 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 such extension, refinancing, or renewal are not materially more restrictive to the obligor thereunder, taken as a whole, than the original terms of such Debt and fundamental (vii) if the Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Secured Obligations, then the terms and operating investment restrictionsconditions 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 in no event shall such Borrower provided that, (A) enter into 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 such extension, refinancing or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionsrenewal), (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% the interest rate of such Borrower's Total Assets Debt is not increased above the market rate of interest at any timethe time of such extension, refinancing or renewal, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) no Credit Party that is not obligated pursuant to the Other Credit Facilityterms of the Permitted 2013 Bond Documents with respect to repayment of such Debt is required to become obligated with respect thereto, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue such extension, refinancing or be renewal does not result in a shortening of the average weighted maturity of the Debt so extended, refinanced or remain liable for renewed and such extension, refinancing or have 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 such 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 an aggregate outstanding any "SENIOR SECURITY" principal amount not to exceed $100,000,000; and (as defined l) other Debt not to exceed $5,000,000 in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding aggregate at any preferred stocktime outstanding.

Debt. Without the prior written consent of Required LendersThe Parent will not, such Borrower and will not permit any Subsidiary to, incur, create, assume assume, or suffer permit to exist any Debt other thanDebt, except: (a) Debt arising under this Agreement to the Bank pursuant to the Loan Documents and the Notesexisting Debt described on Schedule 11.1; (b) Intercompany Debt in favor owed by any Subsidiary to the Parent or any other Subsidiary; provided that (i) the obligations of each obligor of such Borrower's Custodian consisting Debt must be subordinated in right of overnight extensions payment to any liability such obligor may have for the Obligations from and after such time as any portion of credit from the Obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and (ii) such Custodian Debt must be incurred in the ordinary course of businessbusiness and on terms customary for intercompany borrowings or must be made on such other terms and provisions as the Agent may reasonably require; (c) Debt pursuant not to exceed Five Hundred Thousand Dollars ($500,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 11.2; (d) Obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on the Parent’s or one of the Subsidiaries’ behalf in accordance with the policies issued to the Other Credit Facility; Parent and the Subsidiaries; (de) Guaranties incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, and other similar obligations not exceeding at any time outstanding Five Hundred Thousand Dollars ($500,000) in aggregate liability; (f) Debt arising in connection with portfolio investments and investment techniques permissible under any interest rate swap, cap, collar or similar agreements entered into to enable Borrower to fix or limit its actual interest expense; (g) Debts, other than the Investment Company Act and other applicable lawsDebts specifically described in clauses (a) through (f) of this Section 11.1, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that which in no event shall such Borrower the aggregate do not exceed Five Hundred Thousand Dollars (A$500,000) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stocktime outstanding.

Debt. Without the prior written consent No Credit Party shall, nor shall it permit any of Required Lendersits Subsidiaries to, such Borrower will not create, assume or assume, incur, suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than:than the following (collectively, the “Permitted Debt”): (a) Debt arising under this Agreement and the NotesObligations; (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt consisting of sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (d) Purchase Money Debt or Capital Leases in an aggregate principal amount not to exceed $15,000,000 at any time; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in favor the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such Borrower's Custodian consisting items have been made in accordance with GAAP; (g) Debt arising from the endorsement of overnight extensions of credit from such Custodian instruments for collection in the ordinary course of business; (ch) Debt pursuant to consisting of liabilities incurred in the Other Credit Facility; and ordinary course of business under workers’ compensation claims required by Governmental Authority; (di) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt arising existing on the Closing Date and set forth in Schedule 6.1 including extensions, replacements and refinancings thereof which do not increase the principal amount (excluding any expenses or premium incurred in connection with portfolio investments and investment techniques permissible under any such extension, replacement or refinancing) of such Debt as of the Investment Company Act and other applicable lawsdate of such extension or refinancing; (k) Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, rulesin each case, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower the ordinary course of business; (Am) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent permissible such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; (n) unsecured Debt not otherwise permitted under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionspreceding provisions of this Section 6.1; provided that, (B) enter into reverse repurchase agreements for an the aggregate principal amount which exceeds 10% of such Borrower's Total Assets thereof shall not exceed $15,000,000 at any time; and (o) so long as no Borrowing Base Deficiency, Default or Event of Default exists or would result from the issuance therefrom, Specified Additional Debt; provided that (i) the principal amount of such Specified Additional Debt shall not exceed 150% of the effective Borrowing Base immediately prior to the time of issuance of such Specified Additional Debt, (Cii) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunderthe Borrower shall have complied with Section 5.2(t), (wiii) on an overnight basis from the same day as the incurrence of such Borrower's Custodian Specified Additional Debt, the Borrowing Base shall be adjusted to the extent provided in SECTION 5.07(B), (xrequired by Section 2.2(h) pursuant to the Other Credit Facility, (y) pursuant to investment techniques and prepayment is made to the extent provided required by Section 2.5(c) and no Borrowing Base Deficiency would then exist after giving effect to such adjustment and prepayment, and (iv) after giving effect to the incurrence of such Specified Additional Debt, the Parent is in CLAUSE (A) preceding, or (z) 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 reverse repurchase agreements to the extent provided Section 5.2(a) or Section 5.2(b) or referenced in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company ActSection 4.4(a), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stockas applicable.

Debt. Without the prior written consent No Credit Party shall, nor shall it permit any of Required Lendersits Subsidiaries to, such Borrower will not create, assume or assume, incur, suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than:than the following (collectively, the “Permitted Debt”): (a) Debt arising under this Agreement (i) the Obligations and (ii) the NotesBanking Services Obligations; (b) Debt existing on the date hereof and set forth in favor Schedule 6.1 and extensions, refinancings, refundings, replacements and renewals of any such Borrower's Custodian consisting Debt subject to the last sentence of overnight extensions this Section 6.1. (c) intercompany Debt incurred by any Credit Party owing to any other Credit Party; (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of credit thereof subject to the last sentence of this Section 6.1, and including those set forth on Schedule 6.1) in an aggregate outstanding principal amount not to exceed $15,000,000 at any time; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from such Custodian the endorsement of instruments for collection in the ordinary course of business; (cg) unsecured Debt pursuant of the Borrower evidenced by bonds, debentures, notes or other similar instruments (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the Other Credit Facilitylast 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, (v) the aggregate amount of such Debt shall not exceed $100,000,000, and (dvi) the agreements and instruments governing such Debt arising in connection with portfolio investments and investment techniques permissible under the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower not contain (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts(i) any financial maintenance covenants that are more restrictive than those in this Agreement, or (ii) any other similar portfolio investments affirmative or investment techniquesnegative covenants that are, except 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 the extent permissible under the Investment Company Act such type of Debt and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionsthat is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (A), (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% any restriction on the ability of such Borrower's Total Assets at the Borrower or any timeof its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Credit Documents, (C) borrow money any restrictions on the ability of any Subsidiary of the Borrower to guarantee the Secured Obligations (as such Secured Obligations may be amended, supplemented, modified, or create leverage under amended and restated), provided that a requirement that any arrangement OTHER THAN such Subsidiary also guarantee such Debt shall not be deemed to be a violation of this clause (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(BC), (xD) any restrictions on the ability of any Subsidiary or the 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 Subsidiary or the 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 $220,000,000; (h) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) Debt of the Borrower or any Subsidiary that is non-recourse to the Borrower and its Subsidiaries and that is assumed by such Person in connection with any Permitted Acquisition (or, if such 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 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 the Borrower or any Subsidiary or any Property thereof prior to the date of such Permitted Acquisition, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (i) shall not exceed $10,000,000; (j) Debt arising from the Other Credit Facilityfinancing of insurance premium of the Borrower or any Subsidiary, 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, (yii) any unpaid amount of such Debt is fully cancelled upon termination of the underlying insurance policy, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to investment techniques this clause (j) shall not exceed $10,000,000; (k) 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 extent last sentence of this Section 6.1); provided that, (i) the aggregate principal amount of such Debt shall not exceed $5,000,000 at any time and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral, any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in CLAUSE respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) 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 permitted under this clause (m) shall not exceed $20,000,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) precedingany such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE refinanced and (B) precedingthe covenants, or events of default, subordination and other provisions thereof (Dincluding any guarantees thereof) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined shall be, in the Investment Company Act)aggregate, except that such Borrower may borrow from no less favorable to the Lenders pursuant to this Agreement. Such Borrower will than those contained in the Debt being renewed or refinance; provided that, the foregoing conditions are not, and shall not issue or have outstanding be construed as, an increase in any preferred stockdollar 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. Without the prior written consent of Required LendersNot, such Borrower will and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt other thanDebt, except: (a) Debt arising Obligations under this Agreement and the Notesother Loan Documents; (b) Debt under the RedPath Promissory Note in favor a principal amount not to exceed $11,000,000; such Indebtedness to be subordinated pursuant the RedPath Subordination Agreement; (c) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re‑financings thereof; provided that the aggregate amount of all such Borrower's Custodian consisting Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $100,000; (d) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (e) Debt (i) arising from customary agreements for indemnification related to sales of overnight extensions goods, licensing of credit intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (ii) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business, and (iii) representing customer deposits and advance payments received in the ordinary course of business from such Custodian customers for goods purchased in the ordinary course of business; (cf) Debt pursuant with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the Other Credit Facility; and ordinary course of business; (dg) Debt arising incurred in connection with portfolio investments surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and investment techniques permissible other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (h) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing (including with a different lender) thereof so long as the principal amount thereof is not increased; (i) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $100,000; (j) Debt incurred pursuant to an Approved AR Loan Facility not to exceed $15,000,000 in the aggregate principal amount outstanding at any time and otherwise subject to an intercreditor agreement acceptable to Agent in its sole discretion; (k) Reimbursement obligations to TD Bank not exceeding $2,000,000 secured by Liens permitted under Section 7.2(c); (l) Guaranty, dated as of August 13, 2014, by PDI, Inc. in favor of Asuragen, Inc.; and (m) Debt from a Loan Party to a Loan Party; (n) Obligations to make payments under the Investment Company Act RedPath Settlement Agreement; (o) Accrued and other applicable lawsunpaid employee performance bonuses incurred in the ordinary course of business; (p) Overdue rental payments owed by RedPath to Spring Way Center, rulesLLC for the leased property on the 3rd and 4th floors at 0000 Xxxxxxx Xxxxxx, Xxxx xx Xxxxxxxxxx, Xxxxxx of Allegheny, Commonwealth of Pennsylvania in an amount not to exceed $150,000; and (q) That certain Guaranty by Interpace Diagnostic Corporation to RedPath Equityholder guarantying the obligations of Borrower and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swapsInterpace Diagnostics, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible LLC under the Investment Company Act Contingent Consideration Agreement entered into in connection with the RedPath Merger Agreement and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stockRedPath Promissory Note.

Debt. Without the prior written consent of Required LendersThe Borrower shall not, such Borrower will not nor shall it permit any Credit Party to, create, assume or assume, incur, suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than:than the following (collectively, the “Permitted Debt”): (a) Debt arising under this Agreement and the NotesObligations; (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 favor respect of Capital Leases and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that (i) such Debt is incurred prior to or within 120 days after such acquisition or the completion of such Borrower's Custodian construction or improvement and (ii) the aggregate principal amount of Debt permitted by this clause (b) shall not exceed 2% of Consolidated Net Tangible Assets at any time outstanding; (c) Debt consisting of overnight extensions 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 credit from such Custodian 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; (c) Debt pursuant to the Other Credit Facility; and (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 $500,000,000, (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 accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (j) Debt (i) consisting of liabilities incurred in the ordinary course of business under workers’ compensation claims required by Governmental Authority or by third parties in the ordinary course of business, and (ii) in respect of health, disability or other employee benefits or property, casualty or liability insurance, in each case of the foregoing clauses (i) and (ii), (A) pursuant to customary reimbursement or indemnification obligations to such Person, and (B) which Debt is incurred in the ordinary course of business; (k) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (l) Hedging Arrangements to the extent not prohibited under Section 6.15; (m) to the extent constituting Debt, obligations on account of minimum volume commitments entered into in the ordinary course of business; (n) 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, such Debt is extinguished within five (5) Business Days of incurrence; (o) Debt existing on the Closing Date and set forth in Schedule 6.1 including extensions, replacements and refinancings thereof which do not increase the principal amount (excluding increases resulting from the rolling into such refinanced, extended or replaced principal of any accrued, unpaid interest and any expenses or premium incurred in connection with portfolio any such extension, replacement or refinancing and including prepayment and make whole premiums) of such Debt as of the date of such extension or refinancing; (p) Debt that may be deemed to arise pursuant to customary indemnification and purchase price adjustment provisions contained in agreements for asset purchase and sale transactions (including investments and investment techniques permissible permitted under the Investment Company Act and Section 6.3 hereof (other applicable laws, rules, and regulations and consistent than with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower respect to an Unrestricted Subsidiary)); (Aq) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except Guarantees of Debt of a Credit Party to the extent permissible that the incurrence of the Debt by such Credit Party would itself be permitted hereby; (r) Guarantees of Debt of Unrestricted Subsidiaries (including with respect to Debt of the type described in Section 6.1(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 Investment Company Act preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $15,000,000 at any time; and (t) Debt of 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 consistent is not created in contemplation of or in connection with such Borrower's investment objectives and fundamental and operating investment restrictionsPerson becoming a Restricted Subsidiary, (Bii) enter into reverse repurchase agreements for the aggregate principal amount of Debt permitted by this clause (t) shall not exceed an aggregate amount which exceeds 10% equal to two percent (2%) of such Borrower's Total Consolidated Net Tangible Assets at any timetime outstanding, and (Ciii) borrow such Debt does not consist of indebtedness for borrowed money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunderincluding bonds, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(Bdebentures, indentures, term loans, and credit facilities), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stock.

Debt. Without the prior written consent of Required LendersNot, such Borrower will and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt other thanDebt, except: (a) Debt arising Obligations under this Agreement and the Notesother Loan Documents; (b) Debt under any Approved AR Loan Facility; [Solsys Medical] A&R Credit Agreement (c) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $500,000; (d) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (e) Debt (i) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in favor any case incurred in connection with the acquisition or disposition of such Borrower's Custodian consisting any business, assets or Subsidiary of overnight extensions Borrower otherwise permitted hereunder, (ii) representing deferred compensation to employees of credit any Loan Party incurred in the ordinary course of business, and (iii) representing customer deposits and advance payments received in the ordinary course of business from such Custodian customers for goods purchased in the ordinary course of business; (cf) Debt pursuant with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the Other Credit Facility; and ordinary course of business; (dg) Debt arising incurred in connection with portfolio investments and investment techniques permissible under the Investment Company Act surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other applicable lawstypes of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (h) [Reserved] (i) Debt incurred in connection with Borrower’s corporate credit card program in place as of such date of determination; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $500,000; and (j) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except addition to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionsDebt listed above, (B) enter into reverse repurchase agreements for in an aggregate outstanding amount which exceeds 10% of such Borrower's Total Assets not at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stocktime exceeding $500,000.

Debt. Without the prior written consent of Required LendersEach Credit Party will not, such Borrower and will not permit any of its Subsidiaries to, incur, create, assume or suffer to exist any Debt other thanDebt, except: (a) Debt the Loans and other Indebtedness arising under this the Loan Documents or under any Swap Agreement and expressly permitted hereunder, or any guaranty of or suretyship arrangement for the NotesLoans and/or other Indebtedness arising under the Loan Documents; (b) (i) Debt of the Borrower and its Subsidiaries that is disclosed in favor Schedule 9.02; (c) Debt under Capital Leases or that constitutes Purchase Money Debt; provided that the aggregate principal amount of all Debt described in this Section 9.02(c) at any one time outstanding shall not exceed $25,000,000; (d) Debt associated with workers’ compensation claims, performance, appeal, 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 in the ordinary course of business (including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties); (e) intercompany Debt between or among the Borrower and its Subsidiaries that are Credit Parties; provided that such Borrower's Custodian consisting Debt is not held, assigned, transferred, negotiated or pledged to any other Person (other than the Administrative Agent pursuant to the Security Instruments); provided, further, that such Debt is subordinated to the Indebtedness as and to the extent set forth in the Guaranty; (f) endorsements of overnight extensions of credit from such Custodian negotiable instruments for collection in the ordinary course of business; (cg) Debt pursuant consisting of the financing of insurance premiums on a cash basis in the ordinary course of business if the amount financed does not exceed the premium payable for the current policy period; (h) other unsecured Debt not to exceed $25,000,000 in the Other aggregate at any one time outstanding; (i) subject to Section 2.06 and Section 3.04(c)(iii), Debt of the Borrower under a Superpriority Revolving Credit Facility in an aggregate outstanding principal amount (including the face amount of undrawn letters of credit issued under the Superpriority Revolving Credit Facility; and (d) Debt arising in connection with portfolio investments and investment techniques permissible under not to exceed the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower lesser of (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except $95,000,000 and (B) the Superpriority Loan Limit as of the effective date of the Superpriority Revolving Credit subject at all times to the extent permissible under terms of the Investment Company Act and consistent with Intercreditor Agreement; provided that (A) the Person acting as administrative agent thereunder is Texas Capital Bank or another RBL Bank (any such Borrower's investment objectives and fundamental and operating investment restrictionsPerson then acting as such administrative agent, the “Superpriority Revolving Agent”), (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% all such Debt shall be secured by a set of such Borrower's Total Assets at any timeProperties that are the same as, or a subset of, the Collateral, using security documents that are substantially equivalent to or share the same security documents as the Security Instruments or are otherwise reasonably acceptable to the Administrative Agent, (C) borrow money a majority of the Superpriority Revolving Loans and commitments of the Superpriority Revolving Lenders are at all times provided by RBL Banks and (D) such Debt is otherwise subject to commercially reasonable and customary terms and conditions for reserve-based revolving credit facilities for oil and gas secured loan transactions, as determined by the Administrative Agent (acting reasonably and without unreasonable delay); provided that it is understood and agreed that it will be reasonable to determine that such terms and conditions are not commercially reasonable or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to customary in the extent provided in SECTION 5.07(B), event that (x) pursuant to such Debt is not incurred under a single commercial banking reserve-based revolving credit facilities for oil and gas secured loan transactions with no differentiation among the Other Credit FacilitySuperpriority Revolving Lenders and all such Debt is pari passu in right of payment, pricing, maturity, security and liquidation thereof, (y) pursuant to investment techniques the Superpriority Borrowing Base is not a Conforming Borrowing Base and such Debt is not subject to the extent provided in CLAUSE (A) preceding, terms of such a Conforming Borrowing Base or (z) the all-in yield under the Superpriority Revolving Credit Facility (whether through the “Applicable Margin” or any other component of yield but excluding increases of no more than 2.00% per annum resulting from the accrual of interest at the default rate) exceeds the Term SOFR Rate (or any functionally equivalent term) plus 6.50% per annum. (j) Debt of the Borrower incurred to finance the acquisition of Property or series of related acquisitions of Property permitted under Section 9.05(c), Section 9.05(d) or Section 9.05(i); provided that (i) no Default or Event of Default has occurred and is continuing or would result from such incurrence, (ii) such Debt does not have any scheduled principal payments or a maturity date earlier than the date that is one hundred eighty (180) days following the Maturity Date (giving effect to the two Maturity Date Extensions under Section 2.07, regardless of whether any such Maturity Date Extension has been elected and is effective), (iv) such Debt shall be in the form of (A) unsecured Debt, (B) Debt that is subordinated to the Indebtedness in compliance with Section 9.03(g) or (C) Preferred Stock, (v) such Debt shall not have terms requiring payments or prepayments on or prior to the date that is one hundred eighty (180) days following the Maturity Date (giving effect to the two Maturity Date Extensions under Section 2.07, regardless of whether any such Maturity Date Extension has been elected and is effective) other than as expressly permitted under Section 9.25 or have financial covenants, (vi) the Borrower shall be in pro forma compliance with the Consolidated Fixed Charge Coverage Ratio of greater than or equal to 2.25 to 1.00, after giving effect to any such incurrence, (vii) the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 9.01, after giving effect to such incurrence, (viii) such Debt shall not have (A) any mandatory prepayment or redemption provisions (other than a put right customary for “high yield” debt financings, so long as the terms of any such put right are incorporated into the Loan Documents) or (B) covenants, guarantees and events of default that are materially more restrictive to the Borrower and the Subsidiaries than the corresponding terms of this Agreement and the other Loan Documents (as in effect at the time of such issuance or incurrence), unless such more restrictive covenants, guarantees and events of default shall contemporaneously be made to apply equally to the this Agreement, (ix) the Property acquired pursuant to reverse repurchase agreements such acquisition or acquisitions shall be subject to the Lien created under the Security Instruments and satisfy the perfection requirements set forth in the Loan Documents (subject to the exceptions specified therein) and (x) at least one (1) day prior to the incurrence of such Debt, the Administrative Agent shall receive a certificate of a Responsible Officer of the Borrower certifying the satisfaction of the foregoing terms and conditions, including reasonably detailed calculations of the Consolidated Fixed Charge Coverage Ratio in a manner consistent with the calculations of the Consolidated Fixed Charge Coverage Ratio set forth in the Exhibit D and providing certified copies of the documentation evidencing any such Debt; (k) the incurrence by the Borrower or any of its Subsidiaries of Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Debt is covered within five (5) Business Days; (l) Debt of a Credit Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations not in connection with money borrowed, in each case provided in the ordinary course of business or consistent with past practice, including those incurred to secure health, safety and environmental obligations in the ordinary course of business or consistent with past practice; provided that the aggregate principal amount of all Debt described in this (l) at any one time outstanding shall not exceed $30,000,000. (m) Debt owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (n) Debt of a Credit Party incurred pursuant to, and in the form of, a guarantee of Debt of any other Credit Party to the extent provided the Debt of such other Credit Party is otherwise permitted under Section 9.02; and (o) Debt in CLAUSE (B) precedingthe form of purchase price adjustments, earn outs, deferred compensation, or (Dother arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with Investments permitted by Section 9.05, provided that the principal amount of all Debt described in this Section 9.02(o) issue or be or remain liable for or have at any one time outstanding any "SENIOR SECURITY" (as defined in shall not exceed the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stockThreshold Amount.

Debt. Without Neither Ultimate Parent nor the prior written consent of Required LendersBorrower will, such Borrower nor will not they permit any other Group Member to, incur, create, assume or suffer to exist any Debt other thanDebt, except: (a) Debt the Notes or other Secured Obligations arising under this Agreement and the NotesLoan Documents or any guaranty of or suretyship arrangement for the Notes or other Secured Obligations arising under the Loan Documents; (b) Debt of the Group Members existing on the date hereof that is reflected on Schedule 9.02; (c) contingent obligations as a non-operator under oil and gas operating agreements and contingent obligations under gas sale contracts for make-up volumes on sales of gas, in favor of such Borrower's Custodian consisting of overnight extensions of credit from such Custodian each case incurred in the ordinary course of business; (cd) 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 other Group Member or between Group Members to the extent permitted by Section 9.05; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Credit Party as permitted hereby, and, provided further, that any such Debt owed by a Credit Party shall be subordinated to the Secured Obligations on terms set forth in the Guaranty Agreement or on terms otherwise reasonably satisfactory to the Administrative Agent. (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 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 Debt is not greater than a market rate of interest as of the time of its incurrence, (iii) any 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 Other Credit Facility; 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 such extension, refinancing, or renewal are not materially more restrictive to the obligor thereunder, taken as a whole, than the original terms of such Debt, and (dvii) 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; (j) (i) Permitted 0000 Xxxx Xxxx described in clause (a) of the definition thereof, and (ii) Debt arising 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 portfolio investments and investment techniques permissible under the Investment Company Act and other applicable lawsany such extension, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into refinancing or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionsrenewal), (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% the interest rate of such Borrower's Total Assets Debt is not increased above the market rate of interest at any timethe time of such extension, refinancing or renewal, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian no Credit Party that is not obligated pursuant to the extent provided in SECTION 5.07(Bterms of the Permitted 2013 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), (xD) pursuant 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 such extension, refinancing, or renewal are not materially less favorable to the Other Credit Facilityobligors thereunder, taken as a whole, than the original terms of such Debt; (yk) pursuant Permitted Unsecured Debt in an aggregate outstanding principal amount not to investment techniques exceed $100,000,000; and (l) other Debt not to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined exceed $10,000,000 in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding aggregate at any preferred stocktime outstanding.

Debt. Without the prior written consent of Required LendersThe Company will not, such Borrower nor will not it permit any Subsidiary to, create, assume or suffer otherwise be or become liable with respect to exist any Debt other thanDebt, except: (a) Debt arising under this Agreement of the Company and the NotesEligible Subsidiaries in respect of their Loans; (b) Debt of the Guarantors in favor respect of such Borrower's Custodian consisting of overnight extensions of credit from such Custodian in the ordinary course of businessGuarantees under the Guarantee Agreement; (c) Debt pursuant owed by any Subsidiary to the Other Credit Facility; and Company or to another Subsidiary which is a Borrower or a Guarantor; (d) Debt arising of any Borrower or Guarantor incurred pursuant to Sale and Leaseback Transactions permitted by Section 5.11(b); (e) purchase money Debt of the Company or a Subsidiary which is a Borrower or a Guarantor secured by the Company's or such Subsidiary's real estate and improvements thereto and purchase money Debt of the Company or a Subsidiary secured by the Company's or such Subsidiary's equipment, in connection with portfolio investments and investment techniques permissible under the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except each case to the extent permissible under permitted by Section 5.10(e); provided such Debt is incurred within 180 days of the Investment purchase of such real estate, improvements or equipment, as applicable, and that the principal amount of any Debt incurred pursuant to this clause (e) may not exceed the purchase price of such real estate, improvements or equipment, as applicable, securing such Debt; and (f) Debt of the Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for its Subsidiaries who are Borrowers or Guarantors not otherwise permitted by the foregoing clauses of this Section in an aggregate principal amount which exceeds 10% at any time outstanding not to exceed $100,000,000 in aggregate principal amount, provided (i) all Debt covered by this Section 5.16(f) other than the sum of such Borrower's Total Assets the face amount of letters of credit and unpaid reimbursement obligations relating to letters of credit shall not exceed $50,000,000 in the aggregate at any time, (Cii) borrow money no Debt covered by this Section 5.16(f) contains covenants more restrictive on the Company or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to of its Subsidiaries than the extent provided covenants in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stock, and (iii) immediately after such incurrence of Debt, and after giving effect thereto on a pro forma basis, no Default then exists.

Debt. Without the prior written consent No Credit Party shall, nor shall it permit any of Required Lendersits Subsidiaries to, such Borrower will not create, assume or assume, incur, suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than:than the following (collectively, the “Permitted Debt”): (a) the Obligations; (b) Prepetition Debt arising of the Borrower and its Subsidiaries existing on the date hereof; (c) Reserved; (d) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party provided that if such Debt constitutes an investment, such investment is also permitted under Section 6.4; (e) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case are not more than 90 days past due, in each case incurred in the ordinary course of business, as presently conducted, unless contested in good faith and by appropriate proceedings; (f) (i) purchase money indebtedness and Capital Leases in effect on the Effective Date and set forth in Schedule 6.2(f) and (ii) such other purchase money indebtedness or Capital Leases incurred after the Effective Date; provided that, the aggregate outstanding principal amount of such purchase money indebtedness and Capital Leases incurred after the Effective Date shall not exceed $5,000,000 at any time; (g) Reserved; (i) the Existing Letters of Credit, in effect as of the Effective Date, so long as the face amount of the Existing Letters of Credit is not increased after the Effective Date, and (ii) other letters of credit issued by Xxxxx Fargo or other commercial banks reasonably satisfactory to the Borrower in the ordinary course of business provided that no more than an aggregate of $15,000,000 of letters of credit may be outstanding at any time pursuant to this Section 6.2(h); (i) Debt incurred pursuant to one or more loan agreements between the Borrower and CARBO International (Eurasia) LLC, a company duly organized and existing under the laws of Russia; provided that (i) such Debt is unsecured, (ii) the aggregate principal amount of such Debt outstanding at any time shall not to exceed $300,000.00, and (iii) such Debt is subordinated to the Debt under this Agreement and the Notesother Credit Documents on terms reasonably acceptable to the Lenders; (bj) Debt in favor the form of such Borrower's Custodian consisting of overnight extensions of credit from such Custodian insurance premium financings incurred in the ordinary course of business; (ck) all Debt outstanding as of the Effective Date, which is described on Schedule 6.2(k); (l) all refinancings or replacements of any of the Debt permitted under the foregoing clauses (a)-(k) provided that any such refinanced or replaced Debt in excess of $5,000,000 on an individual basis and $10,000,000 in the aggregate constitutes Refinancing Debt; and (m) Debt incurred pursuant to the Other Credit Facility; existing corporate credit card services provided to Borrower by Xxxxx Fargo and (d) Debt arising in connection with portfolio investments and investment techniques permissible under described on Schedule 6.2(m), provided that the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate principal amount which exceeds 10% of such Borrower's Total Assets Debt outstanding pursuant to this Section 6.2(m) shall not exceed $315,000.00 at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stock.

Debt. Without the prior written consent of Required LendersNo Loan Party shall incur or maintain any Debt, such Borrower will not create, assume or suffer to exist any Debt other than: : (a) Debt arising under this Agreement and the Notes; Obligations; (b) Debt in favor described on Schedule 6.9; (c) Capital Leases of Equipment and purchase money secured Debt incurred to purchase Equipment provided that (i) Liens securing the same attach only to the Equipment acquired by the incurrence of such Borrower's Custodian Debt, and (ii) the aggregate amount of such Debt (including Capital Leases) outstanding does not exceed $5,000,000 at any time; (d) Debt consisting of overnight extensions intercompany loans and advances made between the Loan Parties to the extent consistent with Section 7.29; (e) Debt evidencing a refunding, renewal or extension of credit from the Debt described on Schedule 6.9; provided that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such Custodian refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, and (iv) the terms of such refunding, renewal or extension are not materially less favorable to such Consolidated Member, the Agent or the Lenders than the original Debt; (f) Debt in respect of Hedge Agreements entered into for non-speculative purposes related to hedging interest rates, currency values and commodities in connection with the Core Business; (g) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; ; (ch) Debt pursuant arising by reason of Guaranties by a Loan Party permitted under Section 7.12(b); (i) Debt incurred with respect to the Other Credit FacilityHeadquarters Financing Transaction, such Debt not to exceed 80% of the value of the Headquarters; (j) Approved Receivables Programs to the extent approved by the Required Lenders; and (dj) other unsecured Debt arising in connection with portfolio investments and investment techniques permissible under the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate principal amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian time outstanding not to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stockexceed $1,000,000.

Debt. Without Each of the prior written consent of Required Lenders, such Parent and the Borrower will not, and will not permit any of their respective subsidiaries to, incur, create, assume or suffer to exist any Debt other thanDebt, except: (a) Debt arising under this Agreement the Obligations and the Notesany guaranty of or suretyship arrangement in respect thereof; (b) Debt arising under Capital Leases and Debt incurred in favor connection with purchase money indebtedness not to exceed $10,000,000 in the aggregate at any one time outstanding; (c) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements, in each case, incurred in the ordinary course of business in connection with the operation of the Oil and Gas Properties; (d) unsecured intercompany Debt between or among Loan Parties (other than the Parent) to the extent permitted by Section 9.07(g); provided that such Borrower's Custodian consisting Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Loan Party (other than the Parent); (e) endorsements of overnight extensions of credit from such Custodian negotiable instruments for collection in the ordinary course of business; (cf) Debt under Swap Agreements which are expressly permitted by the terms of Section 9.20; provided (i) such Debt shall not be secured, other than such Debt owing to Secured Swap Providers that are secured under the Loan Documents, (ii) such Debt shall not obligate Parent or any of its Subsidiaries to any margin call requirements, including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Swap Agreements shall be limited to the deferred premium payments for put option contracts which are secured pursuant to Liens arising under the Other Loan Documents; provided that, the outstanding amount of such deferred premium payments shall not exceed $10,000,000; (g) any unsecured Debt of the Parent, the Borrower or any other Loan Party and guarantees thereof by any Loan Party so long as, the Net Proceeds of such Debt shall be used solely to refinance, refund or replace, first, all of the Revolving Loans (with a corresponding automatic permanent reduction of the then-effective total Revolving Credit FacilityCommitments of the Revolving Credit Lenders, on a pro rata basis for each Revolving Credit Lender) and all of the Term Loans and, subsequently, any other Debt permitted by Section 9.02(j) in existence as of the Effective Date (such refinancing, refunding or replacement Debt and any such subsequent refinancing, refunding or replacement Debt in respect thereof, the “Refinancing Debt”) and, in each case, any subsequent Refinancing Debt; and provided that: (di) such Debt arising shall not provide for any amortization of principal or any scheduled or mandatory prepayments or Redemptions on any date prior to 180 days after the Maturity Date (other than customary high yield indenture provisions requiring offers to repurchase in connection with portfolio investments asset sales or any change of control, casualty or condemnation event prepayments or customary acceleration rights after an event of default), (ii) such Debt shall not mature earlier than 180 days after the Maturity Date, (iii) such Debt (and investment techniques permissible under the Investment Company Act and other applicable laws, rules, and regulations and consistent with documents governing such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event Debt) shall such Borrower (A) enter into contain no financial covenant that is more restrictive or utilize swapsonerous with respect to the Loan Parties than the financial covenants herein, capsand (B) not contain covenants and events of default that are, optionstaken as a whole, futures contractsmore restrictive or onerous with respect on the Loan Parties than those contained in this Agreement, options (iv) after giving effect to the incurrence of such Debt and the application of the proceeds thereof, on futures contractsa pro forma basis, no Event of Default or Borrowing Base Deficiency shall exist and (v) the principal amount of such Debt does not exceed the principal amount of the Debt being refinancing, refunded, replaced or otherwise Redeemed except (A) by an amount equal to reasonable unpaid accrued interest and premiums (including tender premiums) thereon plus underwriting discounts, other similar portfolio investments reasonable and customary fees, commissions and expenses (including upfront fees, original issue discount or investment techniques, except initial yield payments) incurred in connection with such refinancing or replacement and (B) by an amount equal to any existing unutilized commitments thereunder to the extent permissible under such commitments are then available to be drawn upon by Loan Party; (h) any other unsecured Debt of the Investment Company Act Parent, the Borrower or any other Loan Party and consistent with guarantees thereof by any Loan Party so long as, after giving effect to the incurrence of such Borrower's investment objectives Debt and fundamental the application of the proceeds thereof, and operating investment restrictionsany automatic reduction of the Borrowing Base pursuant to Section 2.07(e) on account thereof, each on a pro forma basis: (A) the pro forma Consolidated Total Net Leverage Ratio shall be less than 4.25:1.00, as of the last day of the applicable period covered by the most recent certificate delivered pursuant to Section 8.01(c) (as if such Debt, and all other Debt permitted pursuant to this Section 9.02(h) issued or incurred since the first day of such applicable period, had been issued or incurred on the first day of such applicable period), (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% no Event of such Borrower's Total Assets at any time, Default or Borrowing Base Deficiency shall exist and (C) borrow money prior to, or create leverage under concurrently with the incurrence of any arrangement OTHER THAN such Debt, the Term Loans shall be paid in full, in cash; provided that: (vi) from Lenders hereundersuch Debt shall not provide for any amortization of principal or any scheduled or mandatory prepayments or Redemptions on any date prior to 180 days after the Maturity Date (other than customary high yield indenture provisions requiring offers to repurchase in connection with asset sales or any change of control, casualty or condemnation event prepayments or customary acceleration rights after an event of default), (wii) such Debt shall not mature earlier than 180 days after the Maturity Date, (iii) such Debt (and the documents governing such Debt) shall (A) contain no financial covenant that is more restrictive or onerous with respect to the Loan Parties than the financial covenants herein, and (B) not contain covenants and events of default that are, taken as a whole, more restrictive or onerous with respect on an overnight basis from the Loan Parties than those contained in this Agreement. Notwithstanding anything to the contrary in the foregoing, the Borrowing Base shall automatically be reduced on the date of the incurrence of such Borrower's Custodian Debt in accordance with Section 2.07(e). The Net Proceeds of such Debt shall be used to prepay the Loans in accordance with and to the extent provided in SECTION 5.07(Brequired by Section 3.04(c)(iii), Section 3.04(c)(iv) and Section 3.04(c)(v); (xi) pursuant Debt arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business; and (j) Debt of the Parent, the Borrower or any other Loan Party incurred in respect of the Second Lien Notes and the Second Lien Indenture, subject to the Other Credit Facility, (y) pursuant to investment techniques to terms of the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Second Lien Intercreditor Agreement. Such Borrower will not issue or have outstanding any preferred stock.

Debt. Without the prior written consent of Required LendersSuch Loan Party shall not incur or maintain any Debt, such Borrower will not create, assume or suffer to exist any Debt other than: (a) Debt arising under this Agreement and the NotesObligations; (b) Debt described on Schedule 7.15; (c) Debt evidencing a refunding, renewal or extension of the Debt described on Schedule 7.15; provided that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in favor addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (iii) no Person that is not a Loan Party or guarantor of such Borrower's Custodian consisting Debt immediately prior to such refinancing shall become a Loan Party or guarantor thereof, and (iv) the terms of overnight extensions such refunding, renewal or extension are no less favourable to such Loan Party, the Agent or the Lenders than the original Debt; (d) Capital Leases of Fixed Assets and purchase money secured Debt incurred to purchase Fixed Assets provided that (i) Liens securing the same attach only to the Fixed Assets acquired by the incurrence of such Debt (and proceeds thereof) and (ii) the aggregate principal amount of such Debt (including Capital Leases and any such Debt described on Schedule 7.15) of all Loan Parties outstanding does not exceed the greater of (A) 2.0% of Consolidated Net Tangible Assets and (B) U.S.$15,000,000 at any time; (e) (i) intercompany Debt permitted under the definition of Permitted Investments, and (ii) Debt of any Loan Party to any Parent Company (provided that same is Subordinated Debt), to the Canadian Borrower or to any other Loan Party; (f) Subordinated Debt not constituting Debt under paragraphs (p) or (q) hereof; (g) Debt in respect of the Secured Note Facility, in an aggregate maximum principal amount not to exceed US$560,000,000 at any time outstanding, plus any accrued pay-in-kind interest, capitalized interest, accrued interest, fees, discounts, premiums and expenses, in each case, in respect thereof; (h) Guarantees permitted by Section 7.14; (i) Debt under, or reimbursement obligations in respect of, letters of credit and bankers acceptances issued for performance, surety, appeal or indemnity bonds or with respect to workers’ compensation claims or other statutory obligations; (j) Debt arising from such Custodian netting services, overdraft protection, cash management services and otherwise in connection with deposit, securities and commodities accounts in the ordinary course of business; (ck) Debt pursuant to that is unsecured (other than by a Lien qualifying as a Permitted Lien) in respect of workers’ compensation claims, bank guarantees, warehouse receipts or similar facilities, property casualty or liability insurance, take-or-pay obligations in supply arrangements, self-insurance obligations, performance, bid and surety bonds and completion guaranties, in each case in the Other Credit Facility; and ordinary course of business; (dl) Debt arising from agreements providing for indemnification related to sales of goods or adjustment of purchase price or similar obligations in any case incurred in connection with portfolio investments and investment techniques permissible the acquisition or permitted disposition of any business, assets or Subsidiary; (m) Subordinated Debt issued in lieu of cash payments of Distributions permitted by Section 7.12; (n) Debt constituting a Permitted Investment (including obligations (contingent or otherwise) of any Loan Party existing or arising under any Hedge Agreement or other unsecured hedge arrangements, provided that such obligations are (or were) entered into by such Loan Party in the Investment Company Act and other applicable lawsordinary course of business for the purpose of directly mitigating risks associated with liabilities, rulescommitments, investments, assets, currency translation or property held or reasonably anticipated to be held by such Loan Party, or changes in the value of securities issued by such Person, and regulations not for purposes of speculation and consistent as otherwise permitted by Section 7.31; (o) Debt owing to any Person in connection with the financing of any insurance premiums permitted by the applicable insurance company in the ordinary course of business; (p) Subordinated Debt of any Person that becomes a Loan Party after the Effective Date as part of an acquisition, merger or consolidation or amalgamation or other Investment not prohibited hereunder, which Subordinated Debt exists at the time of such acquisition, merger or consolidation or amalgamation or other Investment; provided that (a) such Subordinated Debt exists at the time such Person becomes a Loan Party and is not created in contemplation of or in connection with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower Person becoming a Loan Party (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionsIndebtedness refinanced other Indebtedness to facilitate such Person becoming a Loan Party), (Bb) enter into reverse repurchase agreements for the aggregate principal amount of Subordinated Debt permitted by this clause (p) and Section 7.15(q) shall not at any one time outstanding exceed the greater of (i) 2.0% of Consolidated Net Tangible Assets and (ii) U.S.$15,000,000 at any time and (c) such Debt is not guaranteed in any respect by any Loan Party; (q) Subordinated Debt incurred to finance any acquisition or other Permitted Investment in an aggregate amount which exceeds 10for all such Subordinated Debt together with the aggregate principal amount of Indebtedness permitted by Section 7.15(p) not to exceed the greater of (i) 2.0% of such Borrower's Total Consolidated Net Tangible Assets and (ii) U.S.$15,000,000 at any time; (i) Debt representing deferred compensation or post retirement obligations to current or former officers, directors, consultants or employees (Cor their transferees, estates, or beneficiaries under their estates) borrow money of any Loan Party incurred in the ordinary course of business and (ii) Debt consisting of obligations of any Loan Party under deferred compensation or create leverage other similar arrangements incurred in connection with the Transactions and any Permitted Investment; (s) Debt that is unsecured and undertaken in connection with cash management and related activities with respect to any joint venture in the ordinary course of business, and (ii) Debt of any joint venture (regardless of the form of legal entity) that is not a Subsidiary arising in the ordinary course of business in connection with the cash management operations (including in respect of intercompany arrangements) of the Loan Parties. (t) Provided same does not constitute Debt as part of or incurred to finance any acquisition, merger or consolidation or amalgamation or other investment (which Debt must be permitted under paragraph (p) or (q), additional Debt of any arrangement OTHER THAN Loan Party in an aggregate principal amount not to exceed the greater of (i) U.S.$15,000,000 at any one time outstanding, and (ii) 2.0% of Consolidated Net Tangible Assets; (u) Debt in respect of Taxes being contested in good faith and in accordance with laws or to the extent not constituting amounts due and owing but which are required to be accrued as liabilities on the Financial Statements in accordance with GAAP; (v) from Lenders hereunder, Debt associated with and asset retirement and remediation liabilities to the extent not constituting amounts due and owing but which are required to be accrued as liabilities on the Financial Statements in accordance with GAAP; and (w) on an overnight basis from such Borrower's Custodian to Debt in respect of the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Unsecured Note Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act)original principal amount of up to U.S.$200,000,000 plus any accrued pay-in-kind interest, except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stockcapitalized interest, accrued interest, fees, discounts, premiums and expenses, in each case, in respect thereof.

Debt. Without the prior written consent of Required LendersNot, such Borrower will and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt other thanDebt, except: (a) Debt arising Obligations under this Agreement and the Notesother Loan Documents; (b) Debt existing on the Closing Date and set forth on Schedule 7.1; (c) [Reserved]; (d) Subordinated Debt, including without limitation, the convertible notes issued to MAM Aardvark, LLC and Marathon Healthcare Finance Fund, L.P. on March 14, 2022 (collectively, the “Convertible Note”); (e) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d) or Section 7.2(n) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $100,000; (f) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (g) Debt (i) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in favor any case incurred in connection with the acquisition or disposition of such Borrower's Custodian consisting any business, assets or Subsidiary of overnight extensions Borrower otherwise permitted hereunder, (ii) representing deferred compensation to employees of credit any Loan Party, or in respect of worker’s compensation claims, payment obligations in connection with health, disability or other types of social security benefits, unemployment or other insurance obligations, in each case incurred in the ordinary course of business, or (iii) representing trade payables incurred with suppliers in the ordinary course of business and customer deposits and advance payments received in the ordinary course of business from such Custodian customers for goods purchased or services rendered in the ordinary course of business; (ch) Debt pursuant with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the Other Credit Facility; and ordinary course of business; (di) Debt arising incurred in connection with portfolio investments and investment techniques permissible under the Investment Company Act surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other applicable laws, rules, types of social security and regulations and consistent otherwise in the ordinary course of business or referred to in Section 7.2(e); (j) Debt or guarantees incurred as a result of endorsing negotiable instruments received in the ordinary course of business; (k) guarantees by any Loan Party of any outstanding Debt of any other Loan Party that is permitted to be incurred under this Section 7.1; (l) Debt in connection with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except corporate credit cards to the extent permissible under it is paid on or prior to the Investment Company Act date which is 30 days after the invoice therefore; (m) unsecured Debt (which for further clarity shall exclude accounts payable and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionsother current liabilities incurred by Loan Parties in the ordinary course of business), (B) enter into reverse repurchase agreements for in addition to the Debt listed above, in an aggregate outstanding amount which exceeds 10% of such Borrower's Total Assets not at any timetime exceeding $100,000; (n) unsecured Debt among the Loan Parties; and (o) extensions, refinancings, modifications, amendments and restatements of any Debt described in clauses (Ca) borrow money or create leverage under any arrangement OTHER THAN through (vn) from Lenders hereunderabove, (w) on an overnight basis from such Borrower's Custodian to provided that the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will principal amount thereof is not issue or have outstanding any preferred stockincreased.

Debt. Without Neither the prior written consent of Required LendersBorrower nor any Subsidiary will incur, such Borrower will not create, assume or suffer permit to exist any Debt other thanDebt, except: (a) Debt arising under this Agreement and the NotesNotes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligations; (b) Debt of the Borrower existing on the Closing Date which is disclosed in favor Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of such Borrower's Custodian consisting of overnight extensions of credit Property or services) from such Custodian time to time incurred in the ordinary course of businessbusiness which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (c) Debt pursuant to the Other Credit Facility; and (d) Debt arising under capital leases (as required to be reported on the financial statements of the Borrower pursuant to GAAP) not to exceed $100,000. (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with portfolio investments the operation of the Oil and investment techniques permissible Gas Properties; (f) The Senior Unsecured Debt; (g) Debt of the Borrower under Hedging Agreements with the Investment Company Act and Administrative Agent or other applicable lawscounterparties, rulesas approved by the Majority Lenders (such approval not to be unreasonably withheld), and regulations and consistent with such entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the Borrower's investment objectives and fundamental and operating investment restrictionsoperations; PROVIDED that in no event provided, however, such Hedging Agreement shall such not obligate the Borrower to any margin call requirements; and (Ah) enter into Debt consisting of sureties or utilize swaps, caps, options, futures contracts, options on futures contracts, bonds provided to any Governmental Authority or other similar portfolio investments Person and assuring payment of contingent liabilities of the Borrower or investment techniquesATP (UK) with respect to plugging, except to the extent permissible under the Investment Company Act facility removal and consistent with such Borrower's investment objectives abandonment of its Oil and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stockGas Properties.

Debt. Without the prior written consent of Required LendersNot, such Borrower will and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt other than:Debt, except the following (“Permitted Debt”): (a) Debt arising Obligations under this Agreement and the Notesother 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 $4,000,000; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Subsidiary (other than PAUSE Insurance) to Borrower or a domestic Wholly-Owned Subsidiary; (d) Hedging Obligations incurred to satisfy Borrower’s obligations under Section 6.9; (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) Contingent Obligations arising with respect to customary indemnification obligations in favor of such Borrower's Custodian purchasers in connection with dispositions permitted under Section 7.5; (g) Contingent Obligations (i) by endorsement of instruments for deposit or collection in the ordinary course of business, or (ii) consisting of overnight extensions guarantees of credit from Debt incurred for the benefit of any other Loan Party if the primary obligation is permitted elsewhere in this Section 7.1; (h) The accrual and capitalization of interest on any Permitted Debt; (i) Debt consisting of promissory notes issued by any Loan Party to former officers, directors, employees (or their estates, spouses or former spouses) of Borrower or Holdings to purchase or redeem capital stock of Borrower or Holdings upon the termination of employment, in accordance with Section 7.4(vi); (j) Debt incurred in connection with the financing of insurance premiums; (k) Debt in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, so long as such Custodian Debt is incurred in the ordinary course of business; (cl) Debt pursuant to the Other Credit Facility; and (d) Debt arising incurred in connection with portfolio investments and investment techniques permissible Liens permitted under the Investment Company Act and other applicable lawsSection 7.2(b); (m) Seller Debt incurred in connection with Acquisitions permitted hereunder, rules, and regulations and consistent with provided that (i) such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except Debt is subordinated to the extent permissible under Obligations on terms consented to by Second Lien Agent in its reasonable discretion and (ii) the Investment Company Act aggregate outstanding amount of such Debt does not at any time exceed $5,000,000; (n) Earn-outs incurred in connection with Acquisitions permitted hereunder; (o) Subordinated Debt incurred by the Borrower and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionsguarantees thereof by the Subsidiaries; (p) The First Lien Debt; (q) Debt of Holdings to the Borrower permitted by Section 7.4; and (r) Other Debt, (B) enter into reverse repurchase agreements for in addition to the Debt listed above, in an aggregate outstanding amount which exceeds 10% of such Borrower's Total Assets not at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stocktime exceeding $3,500,000.

Debt. Without the prior written consent of Required LendersNot, such Borrower will and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt other thanDebt, except: (a) Debt arising Obligations under this Agreement and the Notesother Loan Documents; (b) Debt existing on the Closing Date and set forth on Schedule 7.1; (c) [Reserved]; (d) Subordinated Debt, including without limitation, the convertible notes issued to MAM Aardvark, LLC and Marathon Healthcare Finance Fund, L.P. on or prior to the date on which the Term Loan is fundedMarch 14, 2022 (collectively, the “Convertible Note”); (e) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d) or Section 7.2(n) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $100,000; (f) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (g) Debt (i) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in favor any case incurred in connection with the acquisition or disposition of such Borrower's Custodian consisting any business, assets or Subsidiary of overnight extensions Borrower otherwise permitted hereunder, (ii) representing deferred compensation to employees of credit any Loan Party, or in respect of worker’s compensation claims, payment obligations in connection with health, disability or other types of social security benefits, unemployment or other insurance obligations, in each case incurred in the ordinary course of business, or (iii) representing trade payables incurred with suppliers in the ordinary course of business and customer deposits and advance payments received in the ordinary course of business from such Custodian customers for goods purchased or services rendered in the ordinary course of business; (ch) Debt pursuant with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the Other Credit Facility; and ordinary course of business; (di) Debt arising incurred in connection with portfolio investments and investment techniques permissible under the Investment Company Act surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other applicable laws, rules, types of social security and regulations and consistent otherwise in the ordinary course of business or referred to in Section 7.2(e); (j) Debt or guarantees incurred as a result of endorsing negotiable instruments received in the ordinary course of business; (k) guarantees by any Loan Party of any outstanding Debt of any other Loan Party that is permitted to be incurred under this Section 7.1; (l) Debt in connection with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except corporate credit cards to the extent permissible under it is paid on or prior to the Investment Company Act date which is 30 days after the invoice therefore; (m) unsecured Debt (which for further clarity shall exclude accounts payable and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionsother current liabilities incurred by Loan Parties in the ordinary course of business), (B) enter into reverse repurchase agreements for in addition to the Debt listed above, in an aggregate outstanding amount which exceeds 10% of such Borrower's Total Assets not at any timetime exceeding $100,000; (n) unsecured Debt among the Loan Parties; and (o) extensions, refinancings, modifications, amendments and restatements of any Debt described in clauses (Ca) borrow money or create leverage under any arrangement OTHER THAN through (vn) from Lenders hereunderabove, (w) on an overnight basis from such Borrower's Custodian to provided that the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will principal amount thereof is not issue or have outstanding any preferred stockincreased.

Debt. Without the prior written consent Neither such Loan Party nor any of Required Lendersits Subsidiaries shall incur or maintain any Debt, such Borrower will not create, assume or suffer to exist any Debt other than: than without duplication: (a) Debt arising under this Agreement and the Notes; Obligations; (b) the Senior Secured Debt other than in favor connection with the issuance of such Borrower's Custodian consisting any “Additional Notes” pursuant to (and as defined in) the Senior Secured Debt Documents; (c) other Debt existing on the Closing Date and described on Schedule 9.12; (d) in the case of overnight extensions the Borrowers and their Subsidiaries, Purchase Money Obligations in an aggregate principal amount for all Loan Parties not to exceed $3,000,000 at any time outstanding during the term of credit from such Custodian this Agreement; (e) Debt between and among Loan Parties (which Debt shall be subordinated to the Obligations on terms and conditions satisfactory to the Agent and which shall be pledged under the Pledge Agreement); (f) trade payables and contractual obligations to suppliers and customers incurred in the ordinary course of business; ; (g) renewals, extensions or refinancings of Debt referred to in clauses (b), (c) Debt and (f), provided that such renewals, extensions or refinancings (i) do not result in an increase in the outstanding principal balances thereof, (ii) are on terms which are not less favorable to the Loan Parties than those in effect prior to such renewal, extension or refinancing and (iii) are otherwise on terms reasonably acceptable to the Agent; (h) Guaranties permitted pursuant to the Other Credit FacilitySection 9.11; and (di) Debt arising in connection with portfolio investments and investment techniques permissible under the Investment Company Act and other applicable lawsCapital Leases of Fixed Assets; provided, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant Liens securing the same attach only to the Other Credit FacilityFixed Assets acquired with the proceeds of such Debt, (y) the acquisition of any Fixed Asset that is financed pursuant to investment techniques a Capital Lease is otherwise permitted hereunder, and (z) the aggregate amount of Debt permitted by this clause (i) shall not exceed $3,000,000; (j) interest rate swap obligations (to the extent provided such obligations arise in CLAUSE (A) preceding, connection with interest rate or (z) similar agreements permitted pursuant to reverse repurchase agreements to clause (i) of the extent provided definition of Restricted Investment); (k) the issuance of Disqualified Stock in CLAUSE connection with a Qualified Recapitalization; and (Bl) preceding, or (D) issue or be or remain liable for or have outstanding other unsecured Debt in an aggregate principal amount not exceeding $2,000,000 at any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stocktime outstanding.

Debt. Without the prior written consent of Required LendersThe Borrower shall not, such Borrower will not either directly or indirectly, create, assume assume, incur or suffer to exist have outstanding any Debt (including purchase money indebtedness), or become liable, whether as endorser, guarantor, surety or otherwise, for any debt or obligation of any other thanPerson, except: (a) Debt arising the Obligations under this Agreement and the Notesother Loan Documents; (b) Debt in favor obligations of such Borrower's Custodian consisting the Borrower for Taxes, assessments, municipal or other governmental charges; (c) obligations of overnight extensions of credit from such Custodian the Borrower for accounts payable, other than for money borrowed, incurred in the ordinary course of business; (cd) Bank Product Obligations under a Hedging Agreement incurred in favor of the Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt pursuant to described on Schedule 9.1 and any extension, renewal or refinancing thereof so long as the Other Credit Facility; and principal amount thereof is not increased; (df) Debt arising of the Borrower evidenced by Capitalized Lease Obligations and purchase money Debt [(including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) in connection with portfolio investments and investment techniques permissible under the Investment Company Act and other applicable lawsacquisition, rulesconstruction, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionsinstallation, repair, replacement or improvement of fixed or capital assets; PROVIDED provided that in no event shall the aggregate principal amount of all such Borrower (A) enter into Debt incurred or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to assumed in each case after the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders date hereof pursuant to this clause (g) exceed $1,000,000.00 (measured at the time of incurrence) at any one time outstanding; (g) intercompany loans; (h) Debt incurred by the Borrower arising from agreements providing for indemnification or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Borrower pursuant to such agreements, in connection with Dispositions of any business or assets permitted by this Agreement. Such ; (i) Debt of the Borrower will which may be deemed to exist pursuant to any guaranties not issue in respect of borrowed money, performance, surety, statutory or have outstanding any preferred stockappeal bonds or similar obligations incurred in the ordinary course of business; (j) Debt of the Borrower in respect of cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; or (k) Debt of the Borrower consisting of insurance premium financing in the ordinary course of business.

Debt. Without the prior written consent of Required LendersNo Loan Party shall incur or maintain any Debt, such Borrower will not create, assume or suffer to exist any Debt other than: : (a) Debt arising under this Agreement and the Notes; Obligations; (b) Debt in favor described on Schedule 6.9; (c) Capital Leases of Equipment and purchase money secured Debt incurred to purchase Equipment provided that (i) Liens securing the same attach only to the Equipment acquired by the incurrence of such Borrower's Custodian Debt, and (ii) the aggregate amount of such Debt (including Capital Leases) outstanding does not exceed $5,000,000 at any time; (d) Debt consisting of overnight extensions intercompany loans and advances made between the Loan Parties to the extent consistent with Section 7.29; (e) Debt evidencing a refunding, renewal or extension of credit from the Debt described on Schedule 6.9; provided that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such Custodian refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, and (iv) the terms of such refunding, renewal or extension are not materially less favorable to such Consolidated Member, the Agent or the Lenders than the original Debt; (f) Debt in respect of Hedge Agreements entered into for non-speculative purposes related to hedging interest rates, currency values and commodities in connection with the Core Business; (g) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; ; (ch) Debt pursuant arising by reason of Guaranties by a Loan Party permitted under Section 7.12(b); (i) Approved Receivables Programs to the Other Credit Facilityextent approved by the Required Lenders; (j) the MAST Debt in a principal amount not to exceed $20,000,000, less any principal payments on the MAST Debt from time to time; and (dk) other unsecured Debt arising in connection with portfolio investments and investment techniques permissible under the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate principal amount which exceeds 10% of such Borrower's Total Assets at any time, time outstanding not to exceed $1,000,000. (Cg) borrow money or create leverage under any arrangement OTHER THAN (vby amending and restating Section 9.1(d) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to of the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (Agreement as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stock.follows:

Debt. Without the prior written consent Neither any Obligated Party nor any of Required Lendersits Subsidiaries shall incur or maintain any Debt, such Borrower will not create, assume or suffer to exist any Debt other than: (a) Debt arising under this Agreement and the NotesObligations; (b) the Debt in favor described on Schedule 6.8; (c) Capital Leases of Equipment and purchase money secured Debt incurred to purchase Equipment; provided that (i) the Liens securing such Capital Leases and purchase money secured Debt shall attach only to the Equipment acquired by the incurrence of such BorrowerCapital Leases and purchase money secured Debt and (ii) the aggregate amount of such Capital Leases and purchase money secured Debt shall not exceed $7,500,000 at any time; (d) Debt evidencing a refunding, renewal, or extension of the Debt described in clause (b) and clause (c) preceding, provided that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed, or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed, or extended, (iii) no Person that is not initially an obligor or guarantor of such Debt shall become an obligor or guarantor thereof, and (iv) the terms of such refunding, renewal, or extension are, in the Agent's Custodian consisting of overnight extensions of credit from reasonable discretion, no less favorable to such Custodian Obligated Party, the Agent, or the Lenders than the original Debt; (e) Debt owing by an Obligated Party to another Obligated Party for intercompany loans and advances made for working capital in the ordinary course of business; provided, however, that (i) the net, aggregate principal amount of all intercompany loans and advances made by any one or more of the Borrowers to and owed by any one or more of the Guarantors and at any time outstanding shall not exceed $10,000,000 (exclusive of such loans and advances to and owed by Savannah Foods & Industries, Inc. and exclusive of the effects of the Diamond Crystals Brand Sale), (ii) on or before January 31, 2003, all such loans and advances made to and owed by any Guarantor shall be evidenced by promissory notes and shall be secured by Liens on all of the property of such Guarantor (which are subordinated to the Liens in favor of the Agent pursuant to the Guaranty Agreement executed by such Guarantor), which promissory notes and Liens shall be pledged and assigned to the Agent to secure the payment and performance of the Obligations, and (iii) all such loans and advances made to and owed by Savannah Foods & Industries, Inc. must be made in the ordinary course of business consistent with past practices; (cf) Guaranties of Debt which are permitted under Section 7.12; (g) Debt pursuant 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 Other Commodity Credit Facility; Corporation and (d) incurred in the ordinary course of business not exceeding $30,000,000 in aggregate principal amount at any time outstanding, provided that such Debt arising 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 connection with portfolio investments form and investment techniques permissible under the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except substance reasonably satisfactory to the extent permissible under Agent (provided that such documentation in the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, form previously provided to the Agent prior to the Closing Date is satisfactory to the Agent for purposes of this clause (Bh)); (i) enter into reverse repurchase agreements for an unsecured Debt incurred in the ordinary course of business to finance the payment of insurance premiums not exceeding $10,000,000 in aggregate principal amount which exceeds 10% of such Borrower's Total Assets at any time, time outstanding; and (Cj) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined other unsecured Debt incurred in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will ordinary course of business not issue or have outstanding exceeding $10,000,000 in aggregate principal amount at any preferred stocktime outstanding.

Debt. Without Neither the prior written consent of Required LendersBorrower nor any Subsidiary will incur, such Borrower will not create, assume or suffer permit to exist any Debt other thanDebt, except: (a) Debt arising under this Agreement and the NotesNotes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt of the Borrower existing on the Closing Date which is reflected in favor the Financial Statements or is disclosed in Schedule 9.01, and any renewals, extensions refinancings or replacements (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past due, are being contested in good faith by appropriate proceedings and for which reserves adequate under GAAP shall have been established therefor; (d) Debt under capital leases (as required to be reported on the financial statements of the Borrower pursuant to GAAP) not to exceed $2,000,000; (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of Oil and Gas Properties; (f) Debt of the Guarantors permitted by Section 9.03(h); (g) Debt of any Special Entity so long as such Debt is non-recourse in all respects to the Borrower and its other Subsidiaries other than to the Capital Stock of such Borrower's Custodian consisting Special Entity; (h) additional Debt of overnight extensions any Special Entity not otherwise allowed by Section 9.01(g), so long as the aggregate principal amount of credit from all such Custodian Debt of all Special Entities at any one time outstanding does not exceed $2,000,000; (i) Debt of any Subsidiary owed to the Borrower and any of its other Subsidiaries to the extent permitted by Section 9.03; (j) Debt of the Borrower not otherwise allowed under this Section 9.01 not to exceed $25,000,000 outstanding at any one time; and (k) Debt taking the form of a guarantee by the Borrower of the trade payables of Retex Inc. arising in the ordinary course of business; (c) Debt pursuant to the Other Credit Facility; and (d) Debt arising in connection with portfolio investments and investment techniques permissible under the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stock.

Debt. Without the prior written consent of Required LendersCreate, such Borrower will not createincur, assume or suffer to exist any Debt other than:Debt, except (without duplication): (a) Debt arising under this Agreement and the NotesLoan Documents; (b) Debt in favor outstanding on the date hereof and listed on Schedule 7.03, and any refinancings, refundings, renewals or extensions thereof; provided that: (i) the amount of such Borrower's Custodian consisting Debt is not increased at the time of overnight extensions such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of credit from any such Custodian 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 Loan Parties or Lenders than the terms of any agreement or instrument governing the Debt being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Debt does not exceed the then applicable market interest rate; (c) Guarantees by Loan Parties or any Subsidiary thereof of Debt otherwise permitted hereunder of Loan Parties and their Subsidiaries; (d) subject to the restrictions on Capital Expenditures set forth in Section 7.07, Debt in respect of: (i) capital leases; and (ii) purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(j) and Section 7.01(l); (e) Subordinated Indebtedness; (f) Debt in respect of: (i) workers’ compensation claims or obligations in respect of health, disability or other employee benefits; (ii) property, casualty or liability insurance or self-insurance; (iii) completion, bid, performance, appeal or surety bonds issued for the account of Loan Parties or any Subsidiary thereof; (iv) taxes, assessments or other government charges not yet delinquent or which are being contested in compliance with Section 6.04; or (v) bankers’ acceptances and other similar obligations not constituting Debt for borrowed money; in each of the foregoing cases, to the extent incurred in the ordinary course of business; (cg) intercompany Debt of Loan Parties or any Subsidiary owing to and held by Loan Parties or any Subsidiary; provided that (i) if Loan Parties or any Guarantor is the obligor on such Debt and any Subsidiary (other than a Guarantor) is the obligee thereof, such Debt must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations (including, with respect to any Guarantor, its obligations under Section 10.14), and (ii) Debt pursuant owed to Loan Parties or any Guarantor must be evidenced by an unsubordinated promissory note pledged to Administrative Agent under the Other Credit Facility; and applicable Collateral Document; (dh) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided that such Debt is promptly extinguished; (i) Debt arising in connection with portfolio investments endorsement of instruments for deposit in the ordinary course of business; (j) Debt of Loan Parties or any of their Subsidiaries that may be deemed to exist in connection with agreements providing for indemnification, contribution, earnouts, purchase price adjustments and investment techniques permissible under payments and similar obligations (including letters of credit, surety bonds or performance bonds securing any obligations of Loan Parties or any Subsidiary pursuant to such agreements) in connection with Dispositions otherwise permitted hereunder; (k) Debt of Loan Parties or any of their Subsidiaries arising from customary cash management services or in connection with any automated clearinghouse transfer of funds in the Investment Company Act and other applicable lawsordinary course of business; (l) Debt of Loan Parties or any of their Subsidiaries, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate outstanding face amount which exceeds 10% of such Borrower's Total Assets not to exceed at any time, time Two Hundred Fifty Thousand Dollars (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B$250,000), (x) pursuant to arising under or in respect of letters of credit that secure obligations under real property leases and subleases. In addition, neither Loan Parties nor any of their Subsidiaries shall maintain any Collateral Account other than in accordance with the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stockprovisions of Section 6.12.

Debt. Without the prior written consent No Credit Party shall, nor shall it permit any of Required Lendersits Restricted Subsidiaries to, such Borrower will not create, assume or assume, incur, suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than:than the following (collectively, the “Permitted Debt”): (a) Debt arising under this Agreement (i) the Obligations, and (ii) the NotesBanking Services Obligations; (b) [Reserved]; (c) intercompany Debt incurred by 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 thereof) subject to the limitations in favor the last sentence of such Borrower's Custodian consisting this Section 6.1, in an aggregate outstanding principal amount not to exceed $100,000,000 at any time; (g) Hedging Arrangements permitted under Section 6.15; (i) Debt arising from the endorsement of overnight extensions of credit from such Custodian instruments for collection in the ordinary course of businessbusiness 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 time; (ci) [Reserved]; (j) Debt of 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 Section 5.1 on or prior to the Other Credit Facilityincurrence of such 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 time of incurrence 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 have entered into a customary intercreditor agreement in form and substance reasonably satisfactory to Administrative Agent, Majority Lenders, and 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 that are triggered upon change in control and sale of all or substantially all assets and certain other asset sales, and (dvii) the agreements and instruments governing such Debt arising in connection with portfolio investments and investment techniques permissible under the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower not contain (A) enter into any affirmative or utilize swapsnegative covenants that are, capstaken as a whole, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except materially more restrictive than those set forth in this Agreement; provided that the inclusion of any financial covenant that is customary with respect to the extent permissible under the Investment Company Act such type of Debt and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionsthat is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (A), (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% any restrictions on the ability of Parent or any Subsidiary of the Parent to guarantee the Secured Obligations, provided that a requirement that any such Borrower's Total Assets at any timeSubsidiary also guarantee such Debt shall not be deemed to be a violation of this clause (B), (C) borrow money any restrictions on the ability of Parent or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian Restricted Subsidiary to pledge Collateral as collateral security for the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) precedingSecured Obligations, or (D) issue any restrictions on the ability of Parent or be any Restricted Subsidiary to incur Debt under this Agreement or remain liable for or have any other Credit Document other than a restriction as to the outstanding principal amount of such Debt in excess of the aggregate Maximum Exposure Amount then in effect on the initial issuance date of such Debt; (k) [Reserved]; (l) Debt (including purchase money debt and Capital Leases) of any "SENIOR SECURITY" Restricted Entity that is non-recourse to any other Restricted Entity and that is assumed by such Restricted Entity in connection with any Permitted Acquisition (or, if such Restricted Subsidiary is acquired as defined 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 the Investment Company Act)amounts assumed in connection therewith and is not drawn down, except created or increased in contemplation of or in connection with such Permitted Acquisition, (ii) that such Borrower may borrow from Lenders Debt is 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 clause (l) shall not exceed $50,000,000; (m) Debt arising from the financing of insurance premiums of any Restricted Entity, so long as (i) such Debt is on customary terms and (ii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (m) shall not exceed $30,000,000; (n) 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 trailing 4 fiscal quarter period ended June 30, 2016) (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 extent that (i) such guarantor would have otherwise been permitted under this Section 6.1 to incur the Debt that it is guaranteeing and (ii) the terms of such guaranty are otherwise permitted under this Section 6.1; and (s) 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 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 this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced 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. Such Borrower will not issue or have outstanding any preferred stock.

Debt. Without the prior written consent of Required LendersCreate, such Borrower will not createincur, assume assume, permit, guarantee, or suffer otherwise become or remain, directly or indirectly, liable with respect to exist any Debt other thanDebt, except: (a) Debt arising under evidenced by this Agreement and the Notesother Loan Documents; (b) Debt in favor incurred by any Loan Party; provided that at the time of incurrence of such Borrower's Custodian consisting Debt and after giving pro forma effect thereto, (i) the Parent would be in compliance with Section 6.13 and (ii) no Unmatured Event of overnight extensions Default or Event of credit from Default has occurred and is continuing at the time of such Custodian incurrence; provided, further, that the Loan Parties shall cause any Debt incurred pursuant to this clause (b) and owed to any Subsidiary that is not a Loan Party to be subordinated to the Loans pursuant to the 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 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) 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 this clause (d) and owed to any Subsidiary that is not a Loan Party to be subordinated to the Loans pursuant to the Global Intercompany Note; (e) Debt 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 ordinary course of business; (c) Debt pursuant to the Other Credit Facility; and (df) Debt arising in connection with portfolio investments and investment techniques permissible under the Investment Company Act customary cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other applicable laws, rulescash management arrangements, and regulations cash pooling arrangements among the Parent or one or more Subsidiaries of the Parent and consistent with such Borrower's investment objectives a financial institution (or an in-house bank) and fundamental Debt rising from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds, in each case in the ordinary course of business; (g) guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and operating investment restrictions; PROVIDED that in no event shall such Borrower licensees of Loan Parties and Subsidiaries; (h) Debt of a Loan Party or any Subsidiaries under (A) enter into any Cash Management Agreement in the ordinary course of business or utilize swaps(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, capssolely in respect of this clause (h)(ii), optionsto the extent and owed to any Subsidiary that is not a Loan Party, futures contractsthe 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, options in the case of a revolving facility, committed) on futures contractsthe Restatement Effective 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 other similar portfolio investments arrangements incurred by any Loan Party or investment techniques, except Subsidiary; (k) Debt incurred in the ordinary course of business with respect to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% financing of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stock.insurance premiums;

Debt. Without the prior written consent of Required LendersNot, such Borrower will and not suffer or permit any Loan Party or any other Subsidiary, to, create, incur, assume or suffer to exist any Debt other thanDebt, except for the following: (a) Debt arising Obligations under this Agreement and the Notesother Loan Documents; (b) Debt in respect of Capital Leases and purchase money Debt, in each case incurred for the purpose of financing all or any part of the cost of acquiring, repair, 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 $250,000; (c) Debt of Parent to any Loan Party that is a Wholly-Owned Subsidiary of Parent or Debt of any Loan Party that is a Wholly-Owned Subsidiary of Parent to Parent or another Loan Party that is a Wholly-Owned Subsidiary of Parent; (d) Debt described in Section 7.1 of the Disclosure Letter as of the Closing Date, and any Permitted Refinancing thereof; (e) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.4; (f) 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 Borrower's Custodian consisting Debt is extinguished within 2 Business Days of overnight extensions notice to Parent or the relevant Subsidiary of credit from such Custodian its incurrence; (g) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (ch) Unsecured Debt pursuant owing to the Other Credit Facility; and (d) Debt Pfizer arising out of or in connection with portfolio investments that certain Stock Purchase Agreement between Pfizer and investment techniques permissible Parent dated as of December 11, 2009 not to exceed the aggregate principal amount of $25,000,000, plus accrued or capitalized interest thereon; provided that no payments on account of such Debt may be made during the term of this Agreement without the Agent’s prior written consent, which may be withheld in Agent’s sole discretion; (i) Debt in connection with Parent’s obligations under the Investment Company Act and other applicable laws, rules, and regulations and consistent Assistance Agreement with respect to a grant to Parent in the amount of $2,250,000; (j) guaranties by the Borrower of the Debt of any Loan Party that is a Wholly-Owned Subsidiary of Parent or guaranties by any Subsidiary thereof of the Debt of the Borrower in each case so long as such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible Debt is otherwise permitted under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionsthis Section 7.1(a), (Bb), (e), (k) enter into reverse repurchase agreements for or (o); (k) Subordinated Debt in an aggregate principal amount which exceeds 10% not to exceed $5,000,000; (l) unsecured Debt to trade creditors incurred in the ordinary course of such Borrower's Total Assets business; (m) reimbursement obligations under corporate credit cards not to exceed $250,000 in the aggregate at any time, ; (Cn) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian reimbursement obligations with respect to letters of credit for the extent provided in SECTION 5.07(B), (x) pursuant account of lessors not to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined exceed $2,000,000 in the Investment Company Act)aggregate at any time; (o) other Debt in an amount not to exceed $100,000 in the aggregate at any time outstanding; and (p) Debt incurred in connection with interest rate, except foreign currency and other swap arrangements that such Borrower may borrow from Lenders pursuant are entered into to this Agreement. Such Borrower will mitigate risk and not issue or have outstanding any preferred stockfor speculative purposes.

Debt. Without the prior written consent No Credit Party shall, nor shall it permit any of Required Lendersits Subsidiaries to, such Borrower will not create, assume or assume, incur, suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than:than the following (collectively, the “Permitted Debt”): (a) Debt arising under this Agreement and the NotesObligations; (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that, if applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (d) purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $2,000,000 at any time; provided no Credit Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in favor the form of such Borrower's Custodian consisting of overnight extensions of credit from such Custodian accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, as presently conducted, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (cg) Debt pursuant consisting of take-or-pay obligations under the RockPile Agreement; provided that the RockPile Agreement shall not be amended in any way that adversely affects the Borrower, including (i) to increase the Other Credit Facility; and amount due to RockPile upon a cancellation of the RockPile Agreement by the Borrower or (dii) to extend the tenor of the RockPile Agreement; (h) Debt arising in connection with portfolio investments and investment techniques permissible consisting of take-or-pay obligations under the Investment Company Act Caliber Agreements; provided that the Caliber Agreements shall not be amended in any way that adversely affects the Borrower, including increasing any amounts owed by the Borrower thereunder or any extension of the term thereunder; (i) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Borrower is in pro forma compliance with Sections 6.16 and other applicable laws, rules, and regulations and consistent with 6.17 after giving effect to any such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in issuance; (ii) such Debt is not secured by any Lien; (iii) no event shall principal amount of such Borrower Debt matures earlier than six months after the Maturity Date; (Aiv) enter into no Default or utilize swaps, caps, options, futures contracts, options on futures contractsEvent of Default is occurring at the time of, or other similar portfolio investments would occur as a result of, any such issuance; (v) the agreement or investment techniquesindenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Credit Documents; (vi) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (vii) upon the issuance of any such Debt, except to the extent permissible Borrowing Base shall be automatically reduced in accordance with Section 2.2(e); and (j) unsecured Debt not otherwise permitted under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionspreceding provisions of this Section 6.1; provided that, (B) enter into reverse repurchase agreements for an the aggregate principal amount which exceeds 10% of such Borrower's Total Assets thereof shall not exceed $1,000,000 at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stock.

Debt. Without the prior written consent No Credit Party shall, nor shall it permit any of Required Lendersits Subsidiaries to, such Borrower will not create, assume or assume, incur, suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than:than the following (collectively, the “Permitted Debt”): (a) Debt arising under this Agreement and the NotesObligations; (b) the Revolving Loans and other obligations arising under the Revolving Loan Documents; provided that the aggregate principal amount of such Debt at any time outstanding does not exceed $200,000,000; (c) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that (i) if such Debt is secured by Liens, such Debt and any Liens securing such Debt are subordinated to the Secured Obligations and the Liens securing the Secured Obligations on terms and conditions and pursuant to documentation acceptable to the Administrative Agent in its sole discretion and (ii), if applicable, such Debt as an investment is also permitted in Section 6.3; (d) Debt in favor the form of accounts payable to trade creditors (including reimbursements made to Hi-Crush Services LLC or other Persons in accordance with the Partnership Agreement) for goods or services and current operating liabilities (other than for borrowed money) which in each case are not more than 90 days past due, in each case incurred in the ordinary course of business, as presently conducted, unless contested in good faith by appropriate proceedings and adequate reserves for such Borrower's Custodian consisting items have been made in accordance with GAAP; (e) purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed the greater of overnight extensions $15,000,000 and 5% of credit Consolidated Total Assets at any time; (f) Hedging Arrangements permitted under Section 6.15; (g) Debt arising from such Custodian the endorsement of instruments for collection in the ordinary course of business; (c) Debt pursuant to the Other Credit Facility; and (dh) Debt arising from the financing of insurance premiums of any Credit Party to defer the cost of such insurance for the underlying term of such insurance policy; (i) unsecured subordinated Debt and any Permitted Refinancing thereof; provided that (i) the scheduled maturity date thereof is not earlier than 91 days after the Maturity Date, (ii) the holders of such Debt shall have entered into a Subordination Agreement, (iii) any agreement governing such Debt shall include representations, warranties, covenants and events of default, taken as a whole, no less favorable to the Borrower in any material respect than this Agreement and (iv) the terms and provisions of such Debt shall otherwise be reasonably satisfactory to the Administrative Agent; (j) 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; (k) Debt assumed in connection with portfolio investments any Permitted Investment or Acquisition and investment techniques permissible under the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that not incurred in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for contemplation thereof in an aggregate principal amount which exceeds 10not exceeding the greater of $15,000,000 and 5% of such Borrower's Consolidated Total Assets at any time, and any Permitted Refinancing thereof; (Cl) borrow money Debt owed to the seller of any property acquired in an Investment permitted under Section 6.3(k) or create leverage (l) or an Acquisition permitted under any arrangement OTHER THAN (v) from Lenders hereunder, (w) Section 6.4 on an overnight basis unsecured subordinated basis, which subordination agreement shall be on terms substantially similar to the Subordination Agreement or otherwise satisfactory to the Administrative Agent in its sole discretion; provided that the terms and provisions of such Debt shall be reasonably satisfactory to the Administrative Agent; (m) Debt incurred in an Investment permitted under Section 6.3(k) or (l), an Acquisition permitted under Section 6.4 or a disposition of assets permitted under Section 6.8(k), in each case, pursuant to reasonable and customary agreements providing for indemnification, the adjustment of purchase price or similar adjustments; (n) guarantees of Debt of any Credit Party permitted under this Section 6.1; (o) Debt arising from royalty agreements on customary terms entered into by the Borrower and its Subsidiaries in the ordinary course of business in connection with the purchase of Sand Reserves; (p) Debt supported by a letter of credit issued pursuant to the Revolving Credit Agreement, in a principal amount not in excess of the stated amount of such Borrower's Custodian letter of credit; (q) Debt consisting of earn-outs and similar deferred consideration in consideration in connection with an Acquisition permitted by Section 6.4 or other Investment permitted by Section 6.3 in an aggregate amount outstanding at any one time not to exceed the greater of $15,000,000 and 5% of Consolidated Total Assets; (r) Debt issued by the Borrower or any of its Subsidiaries to current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent company of the Borrower to the extent provided in SECTION 5.07(B), permitted by Section 6.9: (xs) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined Debt consisting of cash management services incurred in the Investment Company Act)ordinary course of business and Debt owed on a short-term basis of no longer than thirty days to banks and other financial institutions incurred in the ordinary course of business of the Borrower and its Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of the Borrower and its Subsidiaries; (t) Debt existing on the date hereof and set forth on Schedule 6.1, except that such Borrower may borrow from Lenders pursuant to and Permitted Refinancings thereof; and (u) Debt not otherwise permitted under the preceding provisions of this Agreement. Such Borrower will Section 6.1; provided that, the aggregate principal amount thereof shall not issue or have outstanding exceed the greater of $15,000,000 and 5% of Consolidated Total Assets at any preferred stocktime.

Debt. Without the prior written consent of Required LendersParent will not, such Borrower and will not permit any Subsidiary to, incur, create, assume assume, or suffer permit to exist any Debt other thanDebt, except: (a) Debt arising under this Agreement to the Agent and Banks pursuant to the NotesLoan Documents and existing Debt described on Schedule 11.1 (but, after the Closing Date, excluding the Previous Senior Debt); (b) Intercompany Debt in favor owed by any Subsidiary to Parent or any other Subsidiary; provided that (i) the obligations of each obligor of such Borrower's Custodian consisting Debt must be subordinated in right of overnight extensions payment to any liability such obligor may have for the Obligations from and after such time as any portion of credit from the Obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise, (ii) such Custodian Debt must be incurred in the ordinary course of businessbusiness and on terms customary for intercompany borrowings or must be made on such other terms and provisions as the Agent may reasonably require, and (iii) Parent or its applicable Subsidiary shall have granted the Agent a Lien on its right, title and interest in and to such Debt and all Liens securing the payment thereof); (c) Debt pursuant not to exceed One Hundred Thousand Dollars ($100,000) in the Other Credit Facility; and aggregate at any time outstanding secured by purchase money Liens permitted by Section 11.2; (d) Obligations to reimburse worker's compensation insurance companies for claims paid by such companies on Parent's or one of the Subsidiaries' behalf in accordance with the policies issued to Parent and the Subsidiaries; (e) Guaranties incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, and other similar obligations not exceeding at any time outstanding One Hundred Thousand Dollars ($100,000) in aggregate liability; (f) Debt arising in connection with portfolio investments and investment techniques permissible the interest rate swap, cap, collar or similar agreements entered into in compliance with the covenant in Section 10.12; (g) Debt arising under the Investment Company Act and terms of the Bond Documents; and (h) Debts, other applicable lawsthan the Debts specifically described in clauses (a) through (g) of this Section 11.1, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that which in no event shall such Borrower the aggregate do not exceed Fifty Thousand Dollars (A$50,000) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stocktime outstanding.

Debt. Without the prior written consent of Required LendersNot, such Borrower will and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt other thanDebt, except: (a) Debt arising Obligations under this Agreement and the Notesother Loan Documents; (b) Subordinated Debt; (c) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $500,000; (d) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (e) Debt (i) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in favor any case incurred in connection with the acquisition or disposition of such Borrower's Custodian consisting any business, assets or Subsidiary of overnight extensions Borrower otherwise permitted hereunder, (ii) representing deferred compensation to employees of credit any Loan Party incurred in the ordinary course of business, or (iii) representing customer deposits and advance payments received in the ordinary course of business from such Custodian customers for goods purchased in the ordinary course of business; (cf) Debt pursuant with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the Other Credit Facility; and ordinary course of business; (dg) Debt arising incurred in connection with portfolio investments and investment techniques permissible under the Investment Company Act surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other applicable laws, rulestypes of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (h) Debt described on Schedule 7.1 as of the Closing Date, and regulations any extension or renewal thereof so long (i) as the principal amount thereof is not increased, (ii) as the terms and consistent with conditions of such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in extension, renewal or refinancing are substantially identical to the original Debt, (iii) as to such extension or renewal, no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, collateral or other similar portfolio investments or investment techniquesform of security is granted by Borrower in connection therewith; and (i) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), except in addition to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionsDebt listed above, (B) enter into reverse repurchase agreements for in an aggregate outstanding amount which exceeds 10% of such Borrower's Total Assets not at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stocktime exceeding $100,000.

Debt. Without the prior written consent of Required Lenders, such The Borrower will not, and will not permit any of its Material Subsidiaries to, create, incur, assume or suffer to exist any Debt other thanDebt, except: (ai) Debt arising created under this Agreement and the NotesLoan Documents; (bii) Qualifying Xxxxxx and Hedging Agreements of the Borrower otherwise permitted under Section 6.07; (iii) Debt existing on the date hereof and listed in favor Schedule 6.01 and any Permitted Refinancings thereof; (iv) Debt of the Borrower to any Subsidiary and Debt of any Material Subsidiary to the Borrower or any other Subsidiary; provided, that loans, advances or other Investments made by the Borrower or any Material Subsidiary to or in any other Subsidiary shall be subject to Section 6.04; (v) Debt of the Borrower incurred to finance the acquisition, construction or improvement of any assets, including Capital Lease Obligations and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets before the acquisition thereof, and any Permitted Refinancing thereof; provided that (A) such Debt is incurred before or within 90 days after such acquisition or the completion of such Borrower's Custodian consisting construction or improvement and (B) the aggregate principal amount of overnight extensions Debt permitted by this clause (including Permitted Refinancings thereof) shall not exceed $20,000,000 at any time outstanding; (vi) Debt of credit from any Person that becomes a Material Subsidiary after the date hereof and Permitted Refinancings thereof; provided that (A) such Custodian Debt exists at the time such Person becomes a Material Subsidiary and is not created in contemplation of or in connection with such Person becoming a Material Subsidiary and (B) the aggregate principal amount of Debt permitted by this clause (including Permitted Refinancings thereof) shall not exceed $20,000,000 at any time outstanding; (vii) Debt incurred by the Borrower or any of its Material Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of businessbusiness or consistent with past practice, including in respect of workers compensation claims, health, disability or other employee benefits; (cviii) Debt pursuant to obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Other Credit Facility; and (d) Debt arising Borrower or any of the Material Subsidiaries or obligations in connection with portfolio investments and investment techniques permissible under respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the Investment Company Act and other applicable laws, rules, and regulations and ordinary course of business or consistent with such Borrower's investment objectives and fundamental and operating investment restrictionspast practice; PROVIDED that in no event shall such and (ix) any Guarantee by the Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage Debt of a Material Subsidiary permitted under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to of the extent provided in SECTION 5.07(B), preceding clauses of this Section 6.01; (x) pursuant Debt of the Borrower of the type referred to in the definition of Total Debt; provided that immediately after giving effect to such incurrence the Leverage Ratio (with Total Debt determined for this purpose on the date of and immediately after giving effect to the Other Credit Facility, incurrence of such Debt) shall not exceed 4.0:1; and (yxi) pursuant Debt of the Borrower not permitted under any of the preceding clauses of this Section 6.01; provided that the aggregate principal amount of Debt permitted by this clause shall not exceed $20,000,000 at any time outstanding. provided that immediately after giving effect to investment techniques to the extent provided in CLAUSE any incurrence of Debt under clauses (Ax) preceding, or (zxi) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) precedingabove, or (D) issue or no Event of Default shall have occurred and then be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stockcontinuing.

Debt. Without the prior written consent of Required LendersContract, such Borrower will not create, incur, assume or suffer to exist any Debt other than: Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (ai) Debt arising under this Agreement and the Notes;other Loan Documents; (ii) (A) Surviving Debt described in Part 2 of Schedule 4.01(t), Debt and leases (including any operating leases recharacterized as capital 66 Chemtura (Term Loan) Credit Agreement (bA) Debt in favor respect of such Borrower's Custodian consisting of overnight extensions of credit from such Custodian Hedge Agreements entered into in the ordinary course of business; (c) Debt pursuant business to the Other Credit Facility; protect against fluctuations in interest rates, foreign exchange rates and (d) Debt arising in connection with portfolio investments and investment techniques permissible under the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionscommodity prices, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, Debt outstanding under Cash Management Agreements and (C) borrow money Debt under Secured Specified Credit Agreements not in excess of $25,000,000 at any one time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or create leverage under similar obligations or guarantees or letters of credit, in each case incurred in connection with any arrangement OTHER THAN judgment not constituting an Event of Default or arising from agreements providing for indemnification, adjustment of purchase price, earn-outs or similar obligations, surety, performance, bid or appeal bonds and other similar types of performance and completion guarantees securing any obligations of the Borrower or any Subsidiary pursuant to such agreements, in any case incurred or assumed in connection with the disposition or acquisition of any business, assets or Equity Interests held by a Subsidiary (v) from Lenders hereunderother than guarantees of Debt incurred by any Person acquiring all or any portion of such business, (w) on an overnight basis from assets or Equity Interests held by a Subsidiary for the purpose of financing such Borrower's Custodian to the extent provided in SECTION 5.07(Bacquisition), so long as the amount does not exceed the gross proceeds actually received by the Borrower or any Subsidiary in connection with such disposition; (x) pursuant Debt of Foreign Subsidiaries arising under any Foreign Asset Based Financing, in an aggregate principal amount for all such Foreign Asset Based Financings not to exceed $250,000,000 (or the Other Credit Facilityforeign currency equivalent) at any time outstanding; (xi) Debt not otherwise permitted hereunder in an aggregate principal amount not to exceed $100,000,000 at any time outstanding; (xii) Permitted Ratio Debt of Loan Parties; (xiii) Permitted Acquired Debt and Permitted Refinancing Debt refunding, replacing or refinancing, in whole or in part, such Permitted Acquired Debt; (yxiv) pursuant Debt incurred on behalf of Joint Ventures of the Company or any Subsidiary not to investment techniques exceed, at any one time outstanding, together with any Guarantee Obligations incurred in reliance on Section 5.02(c)(vii), the greater of $50,000,000 and 2.0% of Consolidated Net Tangible Assets (as measured at the time of incurrence of such Debt); (xv) [intentionally omitted]; (xvi) an aggregate of up to the extent provided in CLAUSE (A) preceding$25,000,000 of Debt at any one time outstanding constituting obligations with respect to letters of credit issued, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stock.surety bonds

Debt. Without the prior written consent of Required Lenders, such The Borrower will not, and will not permit any other Credit Party or Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt and the Borrower will not permit any other thanCredit Party or Restricted Subsidiary to issue any Preferred Stock, except: (a) Debt arising Indebtedness created hereunder or under this Agreement the other Loan Documents and the Notes;Prepetition Hedge Obligations. (b) Guarantees by the Borrower or any Guarantor of Debt of the Borrower or any Guarantor, as the case may be, Incurred in accordance with the provisions of this Agreement; provided that in the event that such Debt is a Subordinated Obligation of the Borrower or a Guarantor, the related Guarantee shall be subordinated in right of payment to the Indebtedness arising under the Loan Documents to at least the same extent as such Debt. (c) Debt in favor respect of such the Commodity Agreements entered into pursuant to Section 8.18 or in respect to other Swap Agreements which are otherwise approved by the Agent and Required Lenders. (d) The Second Lien Notes and any Guarantees thereof. (e) Debt in the form of workers’ compensation claims, payment obligations in respect of health or other types of social security benefits, unemployment or other insurance or self-insurance obligations, reclamation, statutory obligations, bankers’ acceptances, bid, appeal, reimbursement, performance, surety and similar bonds and completion Guarantees provided by the Borrower's Custodian consisting of overnight extensions of credit from such Custodian , a Credit Party or a Restricted Subsidiary in the ordinary course of businessbusiness and any Guarantees or letters of credit functioning as or supporting any of the foregoing bonds or obligations or other similar obligations in the ordinary course of business and consistent with past practice (in each case, other than for an obligation for money borrowed). (f) Capital Stock (other than Disqualified Stock) of the Borrower or any of the Guarantors issued and outstanding as of the Closing Date. (g) Debt incurred prior to the commencement of the Bankruptcy Case and existing on the Petition Date as set forth on Schedule 9.02, but not any extensions, renewals or replacements of such Debt. (h) Debt consisting of surety bonds or other financial assurances or security in favor of the BOEM (the “BOEM Bonds”); provided that the cumulative amount of expenditures and/or security (including any cash collateral deposits) incurred or provided to support or otherwise obtain the issuance of BOEM Bonds, plus the amount of plugging and abandonment expenditures, during the period from and including the Petition Date through and including the date of determination shall not 110% of the amount specified for such type of incremental bonding or collateral requirements and plugging and abandonment expenses in the DIP Budget. (i) The Specified Permitted Debt. (j) In each case, to the extent existing as of the Petition Date and arising pursuant to an agreement set forth on Schedule 9.11 (which, as of the Closing Date and until the date that is 30 days after the Closing Date, shall be copies of the “Divisions of Interests” for the Borrower’s oil and gas leases, and on and after the date that is 30 days after the Closing Date, shall be a description of all such agreements), obligations with respect to (i) Production Payments and Reserve Sales, (ii) overriding royalty interests in the form of net profits interests in Oil and Gas Properties granted to vendors in exchange for Oil and Gas Property development services related to such Oil and Gas Properties and (iii) farm-out agreements, farm-in agreements, division orders, contracts for the sale, purchase, exchange, transportation, gathering or processing of Hydrocarbons, unitizations and pooling designations, declarations, orders and agreements, development agreements, joint venture agreements, partnership agreements, operating agreements, royalties, working interests, net profits interests, joint interest billing arrangements, participation agreements, production sales contracts, area of mutual interest agreements, oil and gas leases, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or geophysical permits or agreements, and other agreements which are customary in the Oil and Gas Business. For purposes of determining compliance with, and the outstanding principal amount of any particular Debt Incurred pursuant to and in compliance with, this Section 9.02: (i) Guarantees of, or obligations in respect of letters of credit supporting, Debt which is otherwise included in the determination of a particular amount of Debt shall not be included; (cii) Debt pursuant permitted by this Section 9.02 need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this Section 9.02 permitting such Debt; and (iii) the amount of Debt issued at a price that is less than the principal amount thereof will be equal to the Other Credit Facility; amount of the liability in respect thereof determined in accordance with GAAP. Accrual of interest, accrual of dividends, the amortization of debt discount or the accretion of accreted value, the payment of interest in the form of additional Debt, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock and unrealized losses or charges in respect of Hedging Obligations (including those resulting from the application of Statement of Financial Accounting Standard No. 133) will not be deemed to be an Incurrence of Debt for purposes of this Section 9.02. The amount of any Debt outstanding as of any date shall be (i) the accreted value thereof in the case of any Debt issued with original issue discount and (dii) the principal amount or liquidation preference thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Debt. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Debt arising of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date (and, if such Debt is not permitted to be Incurred as of such date under this Section 9.02, the Borrower shall be in connection Default of this Section 9.02). For purposes of determining compliance with portfolio investments and investment techniques permissible under any U.S. dollar-denominated restriction on the Investment Company Act and Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency Exchange Rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred to refinance other applicable laws, rulesDebt denominated in a foreign currency, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency Exchange Rate in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options effect on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% date of such Borrower's Total Assets at refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced. Notwithstanding any timeother provision of this Section 9.02, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to maximum amount of Debt that the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders Incur pursuant to this AgreementSection 9.02 shall not be deemed to be exceeded solely as a result of fluctuations in the Exchange Rate of currencies. Such Borrower The principal amount of any Debt Incurred to refinance other Debt, if Incurred in a different currency from the Debt being refinanced, shall be calculated based on the currency Exchange Rate applicable to the currencies in which such Refinancing Debt is denominated that is in effect on the date of such refinancing. This Agreement will not issue treat (1) unsecured Debt as subordinated or have outstanding junior to secured Debt merely because it is unsecured or (2) senior Debt as subordinated or junior to any preferred stockother senior Debt merely because it has a junior priority with respect to the same collateral.

Debt. Without the prior written consent The Credit Parties shall not, and shall not permit any Subsidiary of Required Lendersa Credit Party to, such Borrower will not create, assume create or suffer permit to exist any Debt Debt, including any guaranties or other thancontingent obligations, except the following: (a) Debt arising under this Agreement and the NotesObligations; (b) Debt in favor indorsement of such Borrower's Custodian consisting of overnight extensions of credit from such Custodian Items for collection in the ordinary course of business; (c) unsecured earnouts or similar payments and unsecured Debt pursuant constituting a deferred payment of the purchase price, in each case, with respect to the Other Credit Facility; and any Permitted Acquisition and, in each case, only so long as such amounts do not exceed $6,000,000 in connection with any such Permitted Acquisition; (d) purchase money Debt arising (including Debt of a Credit Party or any Subsidiary represented by obligations under a Capital Lease) incurred to purchase or acquire Equipment; provided that the amount of such Debt shall not at any time (i) exceed the price of the Equipment purchased or acquired or (ii) exceed, in aggregate principal amount at any time outstanding for Credit Parties and their Subsidiaries, $20,000,000; (e) [reserved]; (f) Debt listed in Schedule 9.1, attached hereto and made a part hereof, to the extent such Debt exists as of the Effective Date, together with any Debt incurred in any refinancing or renewal thereof (each, a “Refinancing”), so long as the principal amount of such Refinancing is not greater than the existing principal amount of such Debt, the principal amount of such Refinancing does not mature earlier than, or have a weighted average life to maturity shorter than, such Debt, and the covenants, representations, warranties, and events of default related to such Refinancing, taken as a whole, are not materially more restrictive than those, taken as a whole, existing in connection with portfolio investments such Debt; provided, that, in connection with the incurrence of any such Refinancing, the Borrower shall have delivered to the Agent a certificate from an Authorized Officer of the Borrower certifying that such Refinancing complies with the requirements of this Section 9.1(f); (i) Debt of any Subsidiary (other than a Credit Party) owing to the Borrower or another Subsidiary and investment techniques permissible under (ii) Debt of any Credit Party owing to another Credit Party; (h) (i) purchase money Debt incurred solely to purchase Inventory from pharmaceutical wholesalers so long as the Investment Company Act and other applicable laws, rulesamount of such Debt shall not at any time exceed the purchase price of the Inventory purchased, and regulations and consistent (ii) Debt provided by pharmaceutical wholesalers to Subsidiaries of the Borrower for purposes of financing the start-up of new pharmacy businesses so long as such Debt is incurred within twelve (12) months of such new business commencing operations; provided that, with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that respect to the Debt described in no event shall such Borrower the foregoing clause (ii), (A) enter into or utilize swapssuch Debt shall not exceed an aggregate principal amount at any time outstanding of $6,000,000 for the Borrower and its Subsidiaries, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for the documentation evidencing such Debt, and any Liens permitted to secure the same, shall be in form and substance satisfactory to Agent in all respects; (i) the unsecured Guaranties permitted pursuant to Section 9.4(d)(xi) of this Agreement; (j) other unsecured Debt in an aggregate amount which exceeds 10% of such Borrower's Total Assets outstanding at any time, time not to exceed $8,000,000; and (Ck) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to indebtedness representing the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined financing of insurance premiums in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will ordinary course of business and not issue or have outstanding any preferred stockfor borrowed money.

Debt. Without Neither the prior written consent of Required LendersParent nor any Company will incur, such Borrower will not create, assume or suffer permit to exist or commit to incur any Debt other than:that has not been approved by the Agent in writing in advance, except the following (collectively, the "Permitted Debt"): (a) Debt arising under this Agreement the Loan and the Notesother Obligations; (b) Debt in favor of such Borrower's Custodian consisting of overnight extensions of credit from such Custodian obligations to pay Taxes; (c) liabilities for account payable, non-capitalized equipment or operating leases and similar liabilities incurred in the ordinary course of business; (cd) accrued expenses, deferred credits and loss contingencies that are properly classified as liabilities under GAAP; (e) Debt pursuant incurred in the ordinary course of business to hedge the Other Credit Facilityrisk of interest rate fluctuations or any of the Companies' portfolios or pipelines of Mortgage Loans under this Agreement or in respect of other Permitted Debt obligations; (f) liabilities for capital leases and similar liabilities incurred in the ordinary course of business, up to an aggregate maximum principal amount of Five Million Dollars ($5,000,000); (g) funded Debt in an aggregate principal amount of up to Five Hundred Million Dollars ($500,000,000) under one or more warehouse financing agreements as to each of which: (1) the Companies have given the Agent advance written notice and a reasonable opportunity to discuss with the Company (taking into account any relevant confidentiality provisions) such warehouse financing agreement, focusing principally on the nature of the collateral and the provisions of such agreement and its related financing statements for perfecting security interests in such collateral (with the intent of avoiding potential overlapping of such other creditors' and the Agent's Liens; and (2) that permits wet warehousing, the Companies have used their best efforts to cause the lender thereunder to either (x) enter into a written intercreditor arrangement reasonably acceptable to and approved by the Agent if the Agent shall notify the Companies such an arrangement will be required (dprovided that all intercreditor arrangements made on or before the 12/01 Amendment Effective Date shall remain in full force and effect, whether or not the subject warehouse financing agreements permit wet warehousing), or (y) appoint Chase as the documents custodian for such warehouse financing facility; (h) Debt arising in an aggregate principal amount of up to Twenty Million Dollars ($20,000,000) under one or more lease financing agreements; (i) revolving credit Debt to First Trust Bank of up to Five Million Dollars ($5,000,000); (j) the Subordinated Debt described on Schedule SD; (k) the specific Debt described on Schedule 11.6(k); (l) other Debt of the Parent or one or more of the Companies approved in writing by the Required Lenders (no Lender shall have any obligation to approve any such Debt, and each may approve or disapprove it in such Lender's sole and absolute discretion); (m) Debt incurred in connection with portfolio investments the collapsing and investment techniques permissible under repurchasing of securities issued in connection with a securitization of Mortgage Loans the Investment documentation for which specifically contemplates and permits such a repurchasing transaction; and (n) Debt secured solely by the residual interests of the Parent or any Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except the income stream to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage be received under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, Mortgage Loan or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stocklease securitization program.

Debt. Without the prior written consent No Loan Party shall, nor shall it permit any of Required Lendersits Restricted Subsidiaries to, such Borrower will not directly or indirectly, incur, create, assume assume, or suffer permit to exist any Debt other thanDebt, except: (a) Debt arising under this Agreement and the NotesObligations (other than Hedge Obligations); (b) existing Debt described on Schedule 7.1; (c) (i) Debt of any Loan Party incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Debt assumed in favor connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof (provided that such Debt is incurred prior to or within 270 days after such acquisition or the completion of such Borrower's Custodian consisting construction or improvements), and extensions, renewals or replacements of overnight extensions any such Debt that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof, (ii) Purchase Money Debt, (iii) Finance Lease Obligations and (iv) any Permitted Refinancing of credit from such Custodian any of the foregoing; provided that the aggregate principal amount of any Debt incurred pursuant to this clause (c) does not exceed the greater of $5,000,000 and 2.50% of Consolidated Net Tangible Assets at any time outstanding; (d) trade or accounts payable incurred in the ordinary course of business and not more than 90 days past due, other than Debt for borrowed money; (e) Hedge Obligations existing or arising under Hedging Agreements permitted by Section 7.17; (f) Debt associated with performance bonds, warranty bonds, bid bonds, appeal bonds, surety bonds, reclamation bonds, labor bonds and completion or performance guarantees and similar obligations, in each case required by Governmental Authorities or otherwise provided in the ordinary course of business, and not for borrowed money, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (cg) unsecured intercompany Debt owed by any Loan Party to another Loan Party; (h) Debt subordinated to the Obligations, provided that such subordination terms shall be satisfactory to the Administrative Agent in its sole discretion; (i) Guarantees by any Loan Party of Debt of any other Loan Party not otherwise prohibited pursuant to this Section 7.1; CREDIT AGREEMENT – Page 109 (j) Guarantees by any Loan Party of Debt of any Subsidiary that is not a Restricted Subsidiary or any Joint Venture, to the Other Credit Facilityextent the aggregate potential amount of obligation or liability under such Guarantees, when added to the amount of any other investments in Restricted Subsidiaries and Joint Ventures under Section 7.5(e) below, does not exceed the maximum amount of permitted investments under such Section 7.5(e); (k) endorsements of negotiable instruments for collection in the ordinary course of business; (l) Debt owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of) any Person providing workers’ compensation, health, disability or other employee benefits to any Loan Party, pursuant to reimbursement or indemnification obligations to such Person; and provided that upon the incurrence of Debt with respect to reimbursement obligations regarding workers’ compensation claims, such obligations are reimbursed not later than 60 days following such incurrence; (dm) Debt owed to any Person providing property, casualty or liability insurance to any Loan Party pursuant to reimbursement or indemnification obligations to such Person in respect of the same, in the ordinary course of business or consistent with past practice or industry practice; (n) Debt arising from agreements of any Loan Party providing for indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred or assumed in connection with portfolio investments the acquisition or disposition of any business or assets permitted hereunder; (o) Debt consisting of insurance premium financing arrangements for insurance policies required hereunder or otherwise maintained by any Loan Party in the ordinary course of business in an aggregate principal amount not to exceed the amount of such insurance premiums; (p) Debt (other than Debt for borrowed money) (i) in respect of guarantees of obligations to the Loan Parties’ suppliers, customers and investment techniques permissible licensees in the ordinary course of business and (ii) consisting of obligations owing by any Loan Party under any customer or supplier incentive, supply, license or similar agreements entered into in the Investment Company Act ordinary course of business; (q) cash management obligations and other applicable lawsDebt in respect of netting services, rulesautomatic clearinghouse arrangements, overdraft protections and regulations similar arrangements in each case in connection with deposit accounts; and (r) other Debt not to exceed the greater of $5,000,000 and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 102.50% of such Borrower's Total Consolidated Net Tangible Assets in the aggregate at any time, time outstanding; provided that such Debt is (Ci) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, unsecured or (zii) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Actsecured only by Liens permitted under Section 7.2(t), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stock.CREDIT AGREEMENT – Page 110

Debt. Without the prior written consent of Required LendersCreate, such Borrower will not createincur, assume or suffer to exist any Debt other thanDebt, except: (a) Debt arising under this Agreement and the NotesLoan Documents; (b) Debt in favor outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that: (i) the amount of such Borrower's Custodian Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or Lenders than the terms of any agreement or instrument governing the Debt being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Debt does not exceed the then applicable market interest rate; (c) Guarantees by Borrower or any Subsidiary thereof of Debt (other than Debt under the Loan Documents) otherwise permitted hereunder of Borrower or any Subsidiary thereof; (d) Swap Contracts solely to the extent such Swap Contracts: (i) are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; and (ii) do not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) (i) without duplication, existing unsecured Debt, or secured to the extent permitted under Section 7.01(i), of an Acquiree outstanding at the time of the Acquisition of such Acquiree otherwise permitted under Section 7.02(e); provided that such Debt is not created in contemplation of or in connection with such Acquisition or such Person becoming a Subsidiary, as the case may be; and (ii) without duplication, unsecured Debt incurred by Borrower or any Subsidiary thereof in connection with any Acquisition otherwise permitted under Section 7.02(e), consisting of overnight extensions Debt owed to the seller(s) in a Permitted Acquisition representing the deferred purchase price for such Acquisition; (f) Debt in respect of: (i) capital leases; (ii) Synthetic Lease Obligations; and (iii) purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(n); (g) Permitted Shortline Debt; (h) Permitted Subordinated Debt; (i) Debt subject to an Intercreditor Agreement acceptable to Administrative Agent and which is (i) a floorplan facility from CNH Capital America, LLC and (ii) floorplan facility from Agricredit Acceptance, LLC not to exceed $225 million (or a replacement thereof); (j) Debt in respect of: (i) workers’ compensation claims or obligations in respect of credit from such Custodian health, disability or other employee benefits; (ii) property, casualty or liability insurance or self-insurance; (iii) completion, bid, performance, appeal or surety bonds issued for the account of Borrower or any Subsidiary thereof; or (iv) bankers’ acceptances and other similar obligations not constituting Debt for borrowed money; in each of the foregoing cases, to the extent incurred in the ordinary course of business; (ck) Intercompany Debt of the Borrower or any Subsidiary owing to and held by the Borrower or any Subsidiary; provided that (i) if the Borrower or any Subsidiary Guarantor is the obligor on such Debt and any Subsidiary (other than a Subsidiary Guarantor) is the obligee thereof, such Debt must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations (including, with respect to any Subsidiary Guarantor, its obligations under Section 10.14, and (ii) Debt pursuant owed to the Other Credit Facility; and Borrower or any Subsidiary Guarantor must be evidenced by an unsubordinated promissory note pledged to the Administrative Agent under the applicable Collateral Document; (dl) Debt arising Guarantees in connection with portfolio investments private label credit cards of the Borrower’s customers and investment techniques permissible under the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that lease residuals in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% not to exceed $10,000,000.00; (m) Debt of any Foreign Subsidiary and unsecured guarantees by Borrower of such Borrower's Total Assets at any timeDebt; (n) Debt to finance Equipment held by a Loan Party for lease or rental to others; (o) Debt consisting of Permitted Warrants or Permitted Call Options; and (p) Unsecured Debt not otherwise permitted under this Section 7.03 in an aggregate outstanding principal amount not in excess of $225,000,000; provided that (i) the incurrence or maintenance of such Debt would not otherwise result in an Event of Default, (Cii) borrow money such Debt is not scheduled to mature prior to the Floorplan Maturity Date or create leverage under any arrangement OTHER THAN (v) from Lenders hereunderWorking Capital Maturity Date, (wiii) on an overnight basis from the interest rates and payment requirements of such Borrower's Custodian Debt are consistent with market terms, and (iv) the financial covenants applicable to such Debt are no more restrictive than the extent provided financial covenants set forth in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to Section 6.12 of this Agreement. Such Borrower will not issue or have outstanding any preferred stock.

Debt. Without the prior written consent of Required LendersCreate, such Borrower will not createincur, assume or suffer to exist exist, or permit any Debt other thanof its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (a) Debt arising of the Obligors under this Agreement Agreement, the Notes, the Letters of Credit, the Interest Rate Protection Agreements and the Notesother Facility Documents; (b) Debt described in favor of such Borrower's Custodian Schedule IV and, to the extent indicated on Schedule IV, any renewals, extensions or refinancings thereof, provided that the principal amount thereof does not increase; (c) Debt consisting of overnight extensions Guaranties permitted pursuant to Section 8.02; (d) Debt of credit from any Obligor to any other Obligor so long as (i) if such Custodian Debt is secured, such Debt is evidenced by a promissory note and such note together with such security is pledged as collateral for the Loans and the other obligations under the Facility Documents and (ii) if such Debt is evidenced by a promissory note or other instrument, such note or other instrument is pledged to the Administrative Agent as collateral for the Loans and the other obligations under the Facility Documents; (e) accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money), in each case incurred in the ordinary course of business and paid within prescribed time limits that are in the ordinary course of business, unless contested in good faith and by appropriate proceedings; (cf) Permitted Mortgage Debt pursuant to the Other Credit Facility; and (d) Debt arising in connection with portfolio investments and investment techniques permissible under the Investment Company Act and of any Consolidated Entity other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such than a Subsidiary Co-Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders incurred pursuant to this Agreement. Such Section 8.01(f) provided that the aggregate principal amount of such Debt for all Consolidated Entities does not exceed at any time $26,000,000; (g) Debt of any Consolidated Entity other than a Subsidiary Co-Borrower will incurred pursuant to this Section 8.01(g) secured by Purchase Money Liens permitted by Section 8.03(k) provided that the aggregate principal amount of such Debt for all Consolidated Entities does not issue or have outstanding exceed at any preferred stocktime $20,000,000; (h) Debt under the ADS Synthetic Lease Documents so long as the aggregate principal amount of such Debt does not exceed $60,000,000; (i) Debt under the Converted Synthetic Lease so long as the aggregate principal amount of such Debt does not exceed $30,000,000; (j) Debt of the Borrower under documentary and standby letters of credit so long as the aggregate reimbursement obligations under such letters of credit does not exceed at any time $15,000,000; (k) Consolidated Subordinated Debt; and (l) Debt of each of the Glenmark Partnerships in favor of Century Care Management, Inc. so long as (i) the aggregate amount of such Debt of each such Glenmark Partnership does not exceed $2,500,000 and (ii) such Debt is evidenced by a promissory note on terms reasonably acceptable to the Administrative Agent which shall be secured by a first priority Lien on all of the personal Property of such Glenmark Partnership and pledged to the Administrative Agent as collateral for the Senior Obligations.

Debt. Without the prior written consent of Required LendersNot, such Borrower will and not permit any Subsidiary to, create, assume incur, assume, guarantee or otherwise suffer to exist any Debt other thanDebt, except: (a) Debt arising Obligations under this Agreement and the Notesother Loan Documents; (b) reserved; (c) Debt of Borrower to any Loan Party or Debt of any Domestic Subsidiary Guarantor to Borrower or a Domestic Subsidiary not to exceed $20,000,000, in each case, that is appropriately reflected in Borrower’s financial records and is evidenced by a written promissory note pledged to Agent as Collateral that contains subordination language satisfactory to Required Lenders and; (d) any existing Debt listed on Schedule 7.1 hereto as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) reserved; (f) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.4; (g) Debt incurred in the ordinary course of business consisting of: (i) obligations in respect of netting services, overdraft protections, and other cash management and similar arrangements and in respect of incentive, supplier finance or similar programs, (ii) obligations to pay insurance premiums, (iii) take or pay obligations contained in supply agreements, (iv) obligations to reacquire assets or inventory in connection with customer financing arrangements, (v) pursuant to tenders, statutory obligations, bids, leases, governmental contracts, trade contracts, workers’ compensation claims, performance or completion guarantees, surety, stay, customs, appeal, performance and/or return of money bonds or other similar obligations incurred, in each case, in the ordinary course of business or consistent with past practice, including those incurred to secure health, safety and environmental obligations in the ordinary course of business or consistent with past practice, (vi) obligations in respect of letters of credit (including reimbursement obligations with respect to letters of credit issued in the ordinary course of business consistent with past practice), bank guarantees, surety bonds, performance bonds or similar instruments issued in the ordinary course of business consistent with past practice, and (vii) obligations in respect of commercial and trade letters of credit (including reimbursement obligations with respect to any such Borrower's Custodian letters of credit) in the ordinary course of business consistent with past practice; provided that the aggregate amount of all such Debt shall not exceed $250,000 at any time outstanding; (h) Contingent Obligations arising under guarantees by a Loan Party of Debt or other obligations of any other Loan Party (other than Holdings), which Debt or other obligations are otherwise permitted hereunder; provided that, if such obligation is subordinated to the Obligations, such guarantee shall be subordinated to the same extent; (i) reserved; (j) Debt consisting of overnight extensions reasonable deferred compensation payable to current or former employees of credit from such Custodian Holdings or any Subsidiary incurred in the ordinary course of business; (c) Debt pursuant to the Other Credit Facility; and (dk) Debt arising in connection with portfolio investments and investment techniques permissible under the Investment Company Act and other applicable lawsordinary course of business in respect of workers’ compensation claims, rulesdisability, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, health or other similar portfolio investments or investment techniquesemployee benefit obligations; (l) reserved; (m) Debt constituting of (i) guarantees of the obligations of suppliers, except to customers and licensees and (ii) customer deposits and advance payments received from customers for goods and services purchased, in each case, incurred in the extent permissible under the Investment Company Act ordinary course of business and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for in an aggregate amount which exceeds 10% of such Borrower's Total Assets not to exceed $25,000 at any timetime outstanding; and (n) unsecured employee credit card programs and similar arrangements, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunderin each case, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined incurred in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant ordinary course of business and in an aggregate amount not to this Agreement. Such Borrower will not issue or have outstanding exceed $50,000 at any preferred stocktime outstanding.

Debt. Without Neither the prior written consent Borrower nor any of Required Lendersits Subsidiaries will incur, such Borrower will not create, assume or suffer to exist any Debt Debt, except: the Notes or other than: (a) Debt Obligations arising under this the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Obligations arising under the Loan Documents; Third Amended and Restated Credit Agreement – Page 81 715347206 00000000 accounts payable and other accrued expenses, liabilities or other obligations to pay (for the Notes; (bdeferred purchase price of Property or services) from time to time incurred in the ordinary course of business with respect to which no more than 90 days have elapsed since the date of invoice or that are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(d); 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 Obligations on terms set forth in favor the Guarantee Agreement; endorsements of such Borrower's Custodian consisting of overnight extensions of credit from such Custodian negotiable instruments for collection in the ordinary course of business; ; Debt of any Obligor in respect of workers’ compensation claims, performance bonds, surety bonds, and appeal bonds issued for its account, in each case in the ordinary course of business, or surety/bonds to governmental agencies; Debt incurred under Unsecured Notes and any guarantees by a Guarantor in respect thereof in an aggregate principal amount that would not cause, as of the date on which such Debt is incurred, the ratio of Total Net Debt to Adjusted EBITDA to exceed the maximum amount then permitted under Section 9.01(b) after giving pro forma effect to such incurrence, provided that (c1) Debt pursuant such Unsecured Notes and any Unsecured Notes Indenture under which such Unsecured Notes are issued contain customary terms and conditions for unsecured notes of similar type and of like tenor and amount and do not contain any financial covenants that are, taken as a whole, more onerous to the Other Credit Facility; Borrower and its Subsidiaries than those imposed by this Agreement (das determined in good faith by the senior management of the General Partner) Debt arising (as in connection with portfolio investments and investment techniques permissible under effect on the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% date of Incurrence of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(BDebt), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stock.,

Debt. Without the prior written consent of Required LendersNot, such Borrower will and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt other than:Debt, except the following (“Permitted Debt”): (a) Debt arising Obligations under this Agreement and the Notesother 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 $4,000,000; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Subsidiary (other than PAUSE Insurance) to Borrower or a domestic Wholly-Owned Subsidiary; (d) Hedging Obligations incurred to satisfy Borrower’s obligations under Section 6.9; (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) Contingent Obligations arising with respect to customary indemnification obligations in favor of such Borrower's Custodian purchasers in connection with dispositions permitted under Section 7.5; (g) Contingent Obligations (i) by endorsement of instruments for deposit or collection in the ordinary course of business, or (ii) consisting of overnight extensions guarantees of credit from Debt incurred for the benefit of any other Loan Party if the primary obligation is permitted elsewhere in this Section 7.1; (h) The accrual and capitalization of interest on any Permitted Debt; (i) Debt consisting of promissory notes issued by any Loan Party to former officers, directors, employees (or their estates, spouses or former spouses) of Borrower or Holdings to purchase or redeem capital stock of Borrower or Holdings upon the termination of employment, in accordance with Section 7.4(vi); (j) Debt incurred in connection with the financing of insurance premiums; (k) Debt in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, so long as such Custodian Debt is incurred in the ordinary course of business; (cl) Debt pursuant to the Other Credit Facility; and (d) Debt arising incurred in connection with portfolio investments and investment techniques permissible Liens permitted under the Investment Company Act and other applicable lawsSection 7.2(b); (m) Seller Debt incurred in connection with Acquisitions permitted hereunder, rules, and regulations and consistent with provided that (i) such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except Debt is subordinated to the extent permissible under Obligations on terms consented to by Agent in its reasonable discretion and (ii) the Investment Company Act aggregate outstanding amount of such Debt does not at any time exceed $15,000,000; (n) Earn-outs incurred in connection with Acquisitions permitted hereunder; (o) Subordinated Debt incurred by the Borrower and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionsguarantees thereof by the Subsidiaries; (p) The Second Lien Debt; (q) Debt of Holdings to the Borrower permitted by Section 7.4; and (r) Other Debt, (B) enter into reverse repurchase agreements for in addition to the Debt listed above, in an aggregate outstanding amount which exceeds 10% of such Borrower's Total Assets not at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stocktime exceeding $3,500,000.

Debt. Without the prior written consent of Required Lenders, such Borrower will not No Loan Party shall create, assume assume, incur, or suffer to exist in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than:than the following (collectively, the "Permitted Debt"): (a) Debt arising under this Agreement and the NotesObligations; (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 Restricted 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 Restricted 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; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Restricted Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedging Arrangements; (f) Debt in favor 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 Borrower's Custodian consisting payment obligations arise in connection with the payment by such Banking Services Provider of overnight extensions accounts payable to trade creditors of credit from such Custodian 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; (cg) Debt consisting of senior unsecured loans or notes issuances, any amendments thereto, or other extensions, supplements, refinancings, renewals, or other modifications thereof, in each case, that meet the following requirements (such notes under this clause (g) being referred to herein as the "Permitted Notes"): (i) the Net Leverage Ratio, calculated on a pro forma basis after giving effect to the incurrence, amendment, extension, supplementation, refinancing, renewal, or modification of such Debt (but excluding, for the avoidance of doubt, any proposed incurrence of such Debt from Unrestricted Cash in the calculation of Net Debt), shall not be more than 2.50 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 aggregate Maximum Credit Amount of all Lenders, after giving effect to the incurrence, amendment, extension, supplementation, refinancing, renewal or modification of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) the Other Credit Facility; aggregate principal amount of such Debt shall not exceed $400,000,000 at any time outstanding; (iv) such Debt is not secured by any Lien; (v) no principal amount of such Debt matures earlier than six months after the Maturity Date; (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 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; (dvii) the agreement or indenture governing any such Debt arising in connection with portfolio investments and investment techniques permissible under the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower does not impose (A) enter into representations, warranties, covenants, conditions, mandatory prepayments, events of default, remedies or utilize swapsother provisions similar to the foregoing that are materially more restrictive or burdensome as a whole than the comparable terms and provisions set forth in this Agreement and the other Loan Documents, capsprovided 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 (vii), options, futures contracts, options on futures contractsand (B) any maintenance financial covenants which are individually or taken as a whole more restrictive or burdensome than the comparable terms and provisions set forth in this Agreement and the other Loan Documents; (viii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance, amendment, extension, supplementation, refinancing, renewal, or modification; (ix) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Restricted 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 Restricted Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other similar portfolio investments Loan Documents; and (x) upon the issuance, amendment, extension, supplementation, refinancing, renewal, or investment techniquesmodification of any such Debt, except the Borrowing Base shall be automatically reduced in accordance with and to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(Brequired by Section 2.2(e), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stock.

Debt. Without the prior written consent of Required LendersNot, such Borrower will and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt other thanDebt, except: (ai) Debt arising Obligations under this Agreement and the Notesother Loan Documents; (bj) the ACF Indebtedness or any Equivalent Credit Line; provided that the aggregate principal amount of all such ACF Indebtedness or an Equivalent Credit Line at any time outstanding shall not exceed $7,000,000; (k) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $100,000; (l) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (m) Debt (i) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in favor any case incurred in connection with the acquisition or disposition of such Borrower's Custodian consisting any business, assets or Subsidiary of overnight extensions Borrower otherwise permitted hereunder, (ii) representing deferred compensation to employees of credit any Loan Party incurred in the ordinary course of business, and (iii) representing customer deposits and advance payments received in the ordinary course of business from such Custodian customers for goods purchased in the ordinary course of business; (cn) Debt pursuant with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the Other Credit Facility; and ordinary course of business; (do) Debt arising incurred in connection with portfolio investments and investment techniques permissible under the Investment Company Act surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other applicable laws, rulestypes of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (p) Debt described on Schedule 7.1 as of the Closing Date, and regulations any extension or renewal thereof so long (i) as the principal amount thereof is not increased, (ii) as the terms and consistent with conditions of such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in extension, renewal or refinancing are substantially identical to the original Debt, (iii) as to such extension or renewal, no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, collateral or other similar portfolio investments or investment techniquesform of security is granted by Borrower in connection therewith; and (q) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), except in addition to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionsDebt listed above, (B) enter into reverse repurchase agreements for in an aggregate outstanding amount which exceeds 10% of such Borrower's Total Assets not at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stocktime exceeding $100,000.

Debt. Without the prior written consent Borrower shall not, and shall not permit any of Required Lendersits Subsidiaries to, such Borrower will not create, assume create or suffer to exist any Debt Debt, other than: (ai) Debt owed to the Lender; (ii) Capital Leases and Debt incurred to finance the acquisition, construction or improvement of any equipment or capital assets in an aggregate principal amount not to exceed $25,000,000 at any time outstanding; (iii) obligations (contingent or otherwise) existing or arising under any Hedge Agreement, provided that if such obligations are not with the Lender or any of its Affiliates, (x) such obligations are (or were) entered into by such Loan Party in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and (y) such Hedge Agreement does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (iv) to the extent constituting Debt, investments permitted under Section 6.02(e), including intercompany Debt of the Borrower and the Subsidiaries to the extent permitted by Section 6.02(e); provided that any such Debt that is owed by a Loan Party to a Subsidiary that is not a Loan Party is subordinated to the Obligations on the terms satisfactory to the Lender; (v) Cash Management Obligations, provided that if such Cash Management Obligations are not with the Lender or any of its Affiliates, to the extent incurred in the ordinary course of business in a manner consistent with this Agreement; (vi) Debt existing on the date of this Agreement and the Notesset forth on Schedule 6.02(b), together with any Permitted Refinancing; (bvii) Debt assumed in favor connection with a Permitted Acquisition, so long as such Debt (A) does not exceed $2,500,000 in the aggregate at any time outstanding and (B) was not incurred in contemplation of such Borrower's Custodian consisting of overnight extensions of credit from such Custodian Permitted Acquisition; (viii) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; (cix) Guaranties with respect to Debt permitted pursuant to clauses (i), (ii), (iii), (vi) and (vii) of this Section; (x) Debt pursuant to the Other Credit Facility; and (d) Debt arising in connection with portfolio investments and investment techniques permissible under the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that respect of letters of credit or bankers’ acceptances supporting facility leases in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate principal or face amount which exceeds 10% of such Borrower's Total Assets not exceeding $5,000,000 at any time, ; and (Cxi) borrow money or create leverage Debt not otherwise permitted under this Section 6.02(b) in an aggregate principal amount not to exceed $5,000,000 at any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from time outstanding for such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (Loan Parties and their Subsidiaries taken as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stocka whole.

Debt. Without the prior written consent of Required LendersEach Loan Party will not, such Borrower and will not permit any of its Subsidiaries to, incur, create, assume or suffer to exist any Debt other thanDebt, except: (a) Debt the Loans or other Obligations arising under this Agreement and the NotesLoan Documents; (b) Debt in favor of such Borrower's Custodian consisting of overnight extensions of credit from such Custodian in the ordinary course of business[reserved]; (c) Debt pursuant of the Loan Parties and its Subsidiaries existing on the Closing Date that is reflected in the financial statements referred to in Section 4.04(a) and described on Schedule 6.02[, including all amounts outstanding on the Other Closing Date under the Existing First Lien Credit Facility; Agreement, the Existing Second Lien Credit Agreement and the Senior Notes]; (d) 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 and in compliance with the Budget covenant set forth in Section 5.23 in all respects which are not greater than 90 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (e) Debt arising under Capital Leases in amounts that are in compliance under the Budget covenant set forth in Section 5.23; (f) Debt associated with worker’s compensation claims, or in respect of self-insurance obligations or bid, plugging and abandonment, appeal, reimbursement, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with portfolio investments the operation of the Oil and investment techniques permissible under Gas Properties of the Investment Company Act Loan Parties or any of its Subsidiaries in the ordinary course of business as long as payments in respect thereto are in accordance with the Budget covenant set forth in Section 5.23 in all respects; (g) unsecured intercompany Debt between or among Loan Parties so long as such Debt is expressly subordinated in all respects to the Loans and other applicable lawsObligations; provided, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (Ai) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, any subsequent issuance or other similar portfolio investments Disposition of Equity Interests that results in any such Debt being held by a Person other than a Loan Party and (ii) any sale or investment techniquesother Disposition of any such Debt to a Person that is not a Loan Party, except will be deemed, in each case, to constitute an incurrence of such Debt by such Loan Party, that was not permitted by this Section 6.02(g); (h) endorsements of negotiable instruments for collection in the ordinary course of business and in accordance with the Budget covenant set forth in Section 5.23; (i) Guarantees by the Borrower and its Subsidiaries in respect of Debt permitted to be incurred pursuant to this Section 6.02; provided that if the Debt being guaranteed is subordinated to or pari passu with the Loans, then the Guarantee must be subordinated or pari passu, as applicable, to the same extent as the Debt guaranteed; (j) Debt arising under take or pay arrangements or gas balancing agreements which do not give rise to liability in the aggregate on a consolidated basis for the Borrower in excess of $2,000,000 at any one time outstanding; (k) Debt incurred in the ordinary course of the Borrower’s business in respect of Hedging Agreements in existence as of the Closing Date, permitted under Section 6.18 to the extent permissible obligations thereunder are not in excess of $300,000; and (l) any obligation arising from agreements of the Borrower and any Subsidiary providing for indemnification or adjustment of purchase price, in each case, incurred or assumed in connection with the disposition or acquisition of any business, asset or Equity Interest of a Subsidiary in a transaction permitted under this Agreement; and (m) other Debt not to exceed $250,000 in the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate principal amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stock.one time outstanding,

Debt. Without the prior written consent of Required Lenders, such Borrower will not No Loan Party shall create, assume assume, incur, or suffer to exist in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than:than the following (collectively, the "Permitted Debt"): (a) Debt arising under this Agreement the DIP Obligations and the NotesPrepetition Secured Obligations; (b) unsecured intercompany Debt incurred in favor the ordinary course of business owed by any Loan Party to any other Loan Party; provided that such Borrower's Custodian Debt is subordinated to the DIP Obligations and is also permitted under Section 6.3; (c) Debt of any Restricted Subsidiary consisting of overnight extensions sureties or bonds provided to any Governmental Authority or other Person and assuring payment of credit from 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 Restricted Subsidiary in existence on the Effective Date in an aggregate principal amount not to exceed $5,000,000; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) on or after the Effective Date; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Custodian Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Restricted Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt incurred in the form of (A) accounts payable to trade creditors for goods or services (B) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (C) current operating liabilities (other than for borrowed money), which in each case is incurred in the ordinary course of business; (cg) Debt pursuant to under the Other Credit Facility; Permitted Notes outstanding on the Effective Date and listed on Schedule 6.1(g); (dh) endorsements of negotiable instruments for collection in the ordinary course of business; (i) Debt owing to insurance providers and arising in connection with portfolio investments and investment techniques permissible the financing of insurance premium payments, provided that the aggregate amount of such Debt under this clause (i) shall not exceed $500,000 in the aggregate; and (j) Debt not otherwise permitted under the Investment Company Act and other applicable lawspreceding provisions of this Section 6.1; provided that, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event the aggregate outstanding principal amount thereof shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% of such Borrower's Total Assets not exceed $1,000,000 at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stock.

Debt. Without Each of the prior written consent of Required Lenders, such Parent Guarantor and the Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt other thanDebt, except: (a) Debt the Obligations arising under this Agreement and the Notes;Loan Documents or any guaranty of or suretyship arrangement for the Obligations arising under the Loan Documents. (b) purchase money Debt and Debt under Capital Leases not to exceed $12,500,000 in favor the aggregate at any time. (c) Debt associated with performance bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of such Borrower's Custodian consisting of overnight extensions the Oil and Gas Properties (including, without limitation, letters of credit from provided to support any such Custodian bond or surety obligations). (d) endorsements of negotiable instruments for collection in the ordinary course of business;. (ce) intercompany Debt between the Borrower and any Subsidiary Guarantor or between Subsidiary Guarantors to the extent permitted by Section 9.05(f); 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 that is a Subsidiary Guarantor (or, in the case of a pledge, to the Administrative Agent); and, provided, further, that any such Debt shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement. (f) to the extent constituting Debt, liabilities for tax and governmental assessments in the ordinary course of business that are not yet due. (g) Junior Indebtedness and any Permitted Refinancing Debt in respect thereof. (h) for the avoidance of doubt, in-kind obligations relating to net oil or natural gas balancing positions arising in the ordinary course of business. (i) accounts payable and accrued expenses or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business. (j) Debt pursuant associated with worker’s compensation claims required by Governmental Requirements or by third parties in connection with the Oil and Gas Properties and otherwise in the ordinary course of business. (k) any guarantee of any other Debt permitted to be incurred hereunder. (l) Debt in respect of Secured Swap Agreements and Secured Cash Management Agreements. (m) unsecured Debt in respect of Swap Agreements entered into in compliance with Section 9.18. (n) to the Other Credit Facility; and extent constituting Debt, obligations on account of minimum volume commitments entered into in the ordinary course of business, including, without limitation, any such minimum volume commitments as entered into prior to the Effective Date. (do) Debt arising in connection with portfolio investments and investment techniques permissible under from the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, honoring by a bank or other financial institution of a check, draft or similar portfolio investments instrument (except in the case of daylight overdrafts) drawn against insufficient funds or investment techniquesin respect of cash management services provided by a bank or other financial institution, except to each in the extent permissible under the Investment Company Act and consistent with ordinary course of business; provided that such Borrower's investment objectives and fundamental and operating investment restrictions, Debt is extinguished within five (B5) enter into reverse repurchase agreements for Business Days of incurrence. (p) other Debt in an aggregate principal amount which exceeds 10% of such Borrower's Total Assets not to exceed $15,000,000 at any time, one time outstanding. (Cq) borrow money Debt of the Borrower or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) Obligor existing on an overnight basis from such Borrower's Custodian to the extent provided date hereof that is reflected in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided Schedule 9.02 and any Permitted Refinancing Debt in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stockrespect thereof.

Debt. Without the prior written consent The Borrower shall not, and shall not permit any of Required Lendersits Restricted Subsidiaries to, such Borrower will not create, assume or assume, suffer to exist exist, or in any manner become or be liable in respect of, any Debt other thanexcept: (a) Debt arising under this Agreement and the NotesObligations; (b) Debt of the Borrower and its Restricted Subsidiaries disclosed in favor the attached Schedule 6.2 and any extensions, contemporaneous rearrangements, modifications, renewal, and refinancings thereof which do not increase the then-outstanding principal amount thereof or the interest rate charged thereon above a market rate of interest or shorten the maturity thereof; (c) Debt (including Capital Leases and purchase money obligations) incurred to finance (concurrently with or within 90 days after) the acquisition, construction or improvement of any fixed or capital assets and any Acquired Debt assumed in connection with Permitted Acquisitions in an aggregate amount under this clause (c) not to exceed $50,000,000 at any time; (d) Debt for borrowed money owed by: (i) any Restricted Subsidiary of the Borrower to the Borrower or to any other Credit Party; (ii) the Borrower to any other Credit Party; or (iii) any Restricted Subsidiary of the Borrower that is not a Guarantor to any other Restricted Subsidiary; provided that, in each case, any such Borrower's Custodian consisting Debt over $5,000,000 owed to a Credit Party is evidenced by a promissory note that is pledged and delivered to the Agent; (e) Debt in the form of overnight extensions obligations for the deferred purchase price of property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (f) any guarantee of any other Debt permitted to be incurred hereunder; (g) Debt in respect of letters of credit, bank or completion guarantees, surety, performance, warranty, bid, appeal or other bonds or guarantees and similar instruments, in each case to the extent (x) required by applicable Legal Requirements or any third Person and (y) provided in the ordinary course of business in connection with the operation of the Oil and Gas Properties; (h) Debt incurred to finance insurance premiums; (i) endorsements of negotiable instruments for collection in the ordinary course of business and cash management obligations (including unsecured credit from such Custodian card programs) incurred in the ordinary course of business; (cj) Permitted Notes issued or incurred by the Borrower or any Guarantor and any guarantees of such Debt pursuant by any Guarantor; provided that (i) no Default or Event of Default exists at the time of the issuance of such Permitted Notes, (ii) such Debt does not provide for any scheduled repayment or mandatory Redemption or required deposit in a sinking fund prior to 91 days after the Maturity Date (other than customary mandatory offers to purchase upon a change of control, and customary acceleration rights after an event of default) and (iii) the terms and conditions of such Debt are, taken as a whole, not materially less favorable to the Other Credit Facility; Borrower and its Restricted Subsidiaries than the terms of the 2012 Indenture Documents; (dk) other Debt arising in connection with portfolio investments and investment techniques permissible under the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate principal amount which exceeds 10% of such Borrower's Total Assets not to exceed $50,000,000 at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stocktime outstanding.

Debt. Without the prior written consent of Required LendersNo Credit Party shall incur, such Borrower will not create, assume or suffer to exist any Debt Debt, other than: than the following (collectively, “Permitted Debt”): (a) Debt arising under this Agreement and the Notes; Obligations, (b) Debt in favor of such Borrower's Custodian consisting of overnight extensions of credit from such Custodian trade payables and contractual obligations to suppliers and customers arising in the ordinary course of business; , (c) Subordinated Debt pursuant in an aggregate amount not to the Other Credit Facility; and exceed $9,201,000, as described on Schedule 7.21 (d) Debt arising in connection with portfolio investments other than Subordinated Debt, existing on the Agreement Date and investment techniques permissible under the Investment Company Act and other applicable laws, rulesdescribed on Schedule 7.21, and regulations and consistent any related Refinancing Debt, (e) purchase money secured Debt (including Capital Leases) incurred to purchase Equipment, provided, that the aggregate amount of such Debt outstanding does not exceed $1,000,000 at any one time outstanding, (f) Debt of such Credit Party with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swapsrespect to surety, capsappeal, optionsindemnity, futures contracts, options on futures contractsperformance, or other similar portfolio investments or investment techniques, except to bonds incurred in the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionsordinary course of business, (Bg) enter into reverse repurchase agreements for an aggregate Debt owing to any Person providing property, casualty, liability or other insurance to Credit Parties, so long as the amount which exceeds 10% of such Borrower's Total Assets at any timeDebt does not exceed 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, (Ch) borrow money Debt incurred in the ordinary course of business in respect of credit cards, credit card processing services, debit cards, stored value cards, or create leverage under any arrangement OTHER THAN purchase cards (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(Bincluding so-called “procurement cards” or “P-cards”), (xi) pursuant to the Other Credit FacilityDebt constituting Permitted Investments, (yj) pursuant to investment techniques to the extent provided Debt arising from endorsement of instruments or other payment items for deposit, (k) unsecured Debt incurred in CLAUSE (A) precedingrespect of netting services, or (z) pursuant to reverse repurchase agreements to the extent provided overdraft protection, and other like services, in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined each case incurred in the Investment Company Act)ordinary course of business, except that such Borrower may borrow from Lenders pursuant to (l) guarantees by one Credit Party of Debt of another Credit Party otherwise permitted under this Agreement. Such Borrower will not issue or have outstanding any preferred stockSection 9.5.

Debt. Without the prior written consent of Required Lenders, such Borrower will not, and will not permit any Subsidiary to, directly or indirectly, create, assume incur, assume, guarantee or suffer to exist otherwise become or remain directly or indirectly liable with respect to, any Debt other thanDebt, except for: (a) Debt arising under this Agreement the Financing Documents and the NotesLetter of Credit Liabilities; (b) Debt in favor outstanding on the Closing Date and set forth on Schedule 5.1 and any refinancings, refundings, renewals or extensions thereof to the extent that the amount of such Borrower's Custodian consisting Debt is not increased at the time of overnight extensions of credit from such Custodian refinancing, refunding, renewal or extension except by an amount equal to fees and expenses reasonably incurred in the ordinary course of businessconnection with such refinancing and by an amount equal to any existing unutilized commitments thereunder; (c) Debt pursuant to the Other Credit Facility; and Subordinated Debt; (d) Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases), in an aggregate principal amount at any time outstanding not greater than $3,000,000; (e) Debt, if any, arising under Swap Contracts; (f) Intercompany Debt arising from loans made by (i) Borrower to its Wholly-Owned Domestic Subsidiaries to fund working capital requirements of such Subsidiaries in connection with portfolio investments and investment techniques permissible under the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contractsOrdinary Course of Business, or other similar portfolio investments or investment techniques(ii) any Wholly-Owned Subsidiary of Borrower to Borrower; provided, except to however, that upon the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% request of such Borrower's Total Assets Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to Administrative Agent, the sole originally executed counterparts of which shall be pledged and delivered to Administrative Agent, for the benefit of Administrative Agent and Lenders, as security for the Obligations; and (Cg) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian Unsecured Debt not to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined exceed $3,000,000 in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding aggregate at any preferred stocktime outstanding.

Debt. Without the prior written consent No Restricted Credit Party shall, nor shall it permit any of Required Lendersits Subsidiaries to, such Borrower will not create, assume or assume, incur, suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than:than the following (collectively, the "Permitted Debt"): (a) Debt arising under this Agreement and the NotesObligations; (b) intercompany Debt incurred in the ordinary course of business owed by any Restricted Credit Party to any other Restricted Credit Party; provided that, if applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Restricted Credit Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (d) purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $1,000,000 at any time; provided no Restricted Credit Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in favor the form of such Borrower's Custodian consisting of overnight extensions of credit from such Custodian accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, as presently conducted, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (cg) Debt pursuant to the Other Credit Facility; and (d) Debt arising in connection with portfolio investments and investment techniques permissible consisting of take-or-pay obligations under the Investment Company Act and other applicable lawsRockPile Agreement; provided that the RockPile Agreement shall not be amended in any way that adversely affects the Borrower, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionsincluding (i) to increase the amount due to RockPile upon a cancellation of the RockPile Agreement by the Borrower or (ii) to extend the tenor of the RockPile Agreement; PROVIDED that in no event shall such Borrower and (Ah) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible unsecured Debt not otherwise permitted under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionspreceding provisions of this Section 6.1; provided that, (B) enter into reverse repurchase agreements for an the aggregate principal amount which exceeds 10% of such Borrower's Total Assets thereof shall not exceed $250,000 at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stock.

Debt. Without the prior written consent of Required LendersCreate, such Borrower will not createincur, assume or suffer to exist exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other than: (ai) in the case of the Borrower, (A) the Refinancing Securities, and (B) Debt arising under this Agreement and the Notes;consisting of Hedge Agreements entered into pursuant to Section 5.01(r), (bii) in the case of any of the Subsidiary Guarantors, (A) Debt owed to the Borrower or to another Subsidiary Guarantor, provided that (x) such Debt is subordinated to any Debt of such Subsidiary Guarantor under the Loan Documents on terms and conditions acceptable to the Required Lenders and (y) such Debt is evidenced by a promissory note and such promissory note is pledged in favor of such Borrower's Custodian the Secured Parties pursuant to the terms of the Security Agreement, and (B) Debt of Subsidiary Guarantors consisting of overnight extensions subordinated guaranties of credit from such Custodian the Refinancing Securities, provided that the subordination terms thereof shall be satisfactory to the Required Lenders; and (iii) in the case of the Borrower and all its Subsidiaries, (A) Debt under the Loan Documents, 72 (B) Debt of the Borrower and its Subsidiaries secured by Liens permitted by Section 5.02(a)(iii) not to exceed in the aggregate $1,000,000 at any time outstanding, (C) Capitalized Leases entered into by the Borrower and its Subsidiaries not to exceed in the aggregate $1,000,000 at any time outstanding, (D) the Surviving Debt, (E) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;. (cF) any Debt pursuant to the Other Credit Facility; and (d) Debt arising in connection with portfolio investments and investment techniques permissible the financing permitted under the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except proviso to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(BSection 5.01(t), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stock.

Debt. Without the prior written consent of Required Lenders, such The Borrower will not, and will not permit any ----- Subsidiary of the Borrower to, incur, create, assume or suffer permit to exist any Debt other thanDebt, except: (a) Debt arising under this Agreement and to the NotesLenders pursuant to the Loan Documents; (b) Subordinated Debt, which Subordinated Debt in favor of such Borrower's Custodian consisting of overnight extensions of credit from such Custodian in is on terms and conditions acceptable to the ordinary course of businessRequired Lenders; (c) unsecured Debt pursuant to under Interest Rate Protection Agreements entered into in compliance with Section 8.16, provided, however, that Debt thereunder may be secured if such Debt constitutes a part of the Other Credit Facility; Obligations; (i) existing and other Debt in the principal amounts and as otherwise described on Schedule 7.10 hereto and renewals, extensions or ------------- refinancings of such Debt which do not increase the outstanding principal amount of such Debt, which do not shorten the maturity of any principal of such Debt and the terms and provisions of which are not materially more onerous than the terms and conditions of such Debt on the Closing Date, (ii) purchase money Debt (including Capital Lease Obligations) secured by purchase money Liens permitted under clause (g) of the definition of Permitted Liens ---------- contained in Section 1.1, and (diii) additional unsecured Debt arising in connection with portfolio investments and investment techniques permissible under the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except an amount not ----------- to exceed $5,000,000 to the extent permissible under that no Default exists at the Investment Company Act and consistent with time the Borrower incurs such Debt or would result from the Borrower's investment objectives and fundamental and operating investment restrictions, incurring such Debt; (Be) enter into reverse repurchase agreements Intercompany Subordinated Debt which does not in the aggregate exceed $50,000,000; (f) Debt consisting of any Guarantee resulting from endorsement for an aggregate amount which exceeds 10% collection of such Borrower's Total Assets at any time, instrument executed by the Borrower in the ordinary course; and (Cg) borrow money or create leverage liabilities of the Borrower in respect of unfunded vested benefits under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian Plan if and to the extent provided in SECTION 5.07(B), (x) pursuant to that the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that existence of such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower liabilities will not issue constitute, cause or have outstanding any preferred stockresult in a Default.

Debt. Without the prior written consent of Required LendersCreate, such Borrower will not createincur, assume or suffer to exist exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other than: (ai) Debt arising under this the Loan Documents; Credit Agreement and the Notes---------------- (ii) Debt in respect of Hedge Agreements permitted by Section 5.02(c); (biii) Debt in favor respect of unsecured trade payables (and Obligations in respect of letters of credit supporting such trade payables); (iv) Debt (including, without limitation, Obligations in respect of letters of credit) not secured by any Lien (other than Liens permitted by Section 5.02(a)(iv)), so long as, on the date of the incurrence thereof, the aggregate principal amount (or the U.S. Dollar equivalent of the aggregate principal amount) of all Debt of Terra and its Subsidiaries on a Consolidated basis (as reasonably determined by the Senior Financial Officer on and as of the date of such Borrower's Custodian consisting incurrence) then outstanding under this clause (iv) (including, without limitation, the Debt proposed to be incurred on such date) does not exceed $50,000,000; (v) Obligations of overnight extensions the Company and its Subsidiaries under the Intercompany Receivables Facilities and under the Permitted Receivables Facilities; (vi) Debt securities of credit from such Custodian Terra issued in a public offering pursuant to an effective registration statement the terms of which (including, without limitation, as to interest rates, amortization (provided, that in any event no payments of principal, redemptions, sinking fund payments or the like shall be scheduled to be made before the Terra Commitment Termination Date), redemption, average life to maturity, covenants, events of default and other terms) are reasonably satisfactory to the Required Lenders; (vii) Debt outstanding (or committed to be made available) as at September 30, 1995 and set forth on Schedule 4.01(y); (viii) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (cix) in the case of any of its Subsidiaries, Debt pursuant owed to the Other Credit Facility; and (d) Debt arising in connection with portfolio investments and investment techniques permissible under the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into Terra or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% a wholly owned Subsidiary of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), Terra; (x) pursuant to the Other Debt secured by Liens permitted under Section 5.02(a)(vi); purchase money Debt secured by Liens permitted under 5.02 (a) (ix); and Debt in an aggregate principal amount not exceeding $10,000,000 at Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have Agreement ---------------- any one time outstanding any "SENIOR SECURITY" (as defined in the Investment Company Actsecured by Liens permitted under Section 5.02(a)(xiv), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stock.;

Debt. Without the prior written consent of Required LendersCreate, such Borrower will not createincur, assume or suffer to exist exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other than, in the case of the Borrower and any of its Subsidiaries: (ai) Debt arising under this Agreement and the NotesLoan Documents, (ii) the Surviving Debt, (iii) the Replacement Debt, provided that: (A) such Debt is incurred only after the Working Capital Termination Date as defined in clause (x) of the definition thereof contained in Section 1.01; (bB) such Debt is incurred only after all outstanding Working Capital Advances shall have been, or shall be concurrently with the incurrence of such Debt, paid or prepaid in full, together with all accrued and unpaid interest thereon and other fees and amounts related to the Working Capital Advances and Working Capital Commitments; and (C) such Debt is for a maximum amount no greater than $7,500,000 or the equivalent thereof at any time outstanding, (iv) Debt secured by Liens permitted by Section 5.02(a)(iv) and Capitalized Leases not to exceed an aggregate amount equal to $500,000 at any time outstanding, (v) Debt secured by Liens permitted by Section 5.02(a)(vi), (vi) Debt of any Person existing at the time such Person is merged into or consolidated with, or acquired by, the Borrower or any of its Subsidiaries or becomes a Subsidiary of the Borrower in favor accordance with the provisions of Section 5.02(e)(vi); PROVIDED that such Debt was not incurred in contemplation of such Borrower's Custodian consisting merger, consolidation or investment; and PROVIDED FURTHER that the aggregate amount of overnight extensions all Debt incurred hereunder shall in no event exceed $1,000,000 in the aggregate at any time outstanding, (vii) indorsement of credit from such Custodian negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;, (cviii) Debt pursuant to consisting of guaranty Obligations in the Other Credit Facility; ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the Borrower and its Subsidiaries, (dix) Debt arising in connection with portfolio investments and investment techniques permissible under respect of any bankers' acceptance, letter of credit, warehouse receipt or similar facilities entered into in the Investment Company Act and other applicable laws, rules, and regulations ordinary course of business, (x) Debt in respect of Hedge Agreements incurred in the ordinary course of business and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; prudent business practice, and (xi) Subordinated Debt of the Borrower not to exceed in the aggregate $10,000,000 at any time outstanding, PROVIDED that in no event shall such Subordinated Debt may be incurred on any date only if the ratio of Consolidated EBITDA of the Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except and its Subsidiaries for the Measurement Period ending with the end of the most recent Fiscal Quarter to the extent permissible under sum of (1) cash interest payable on, and amortization of debt discount in respect of, all Debt of the Investment Company Act Borrower and consistent with its Subsidiaries scheduled to be paid during the period of 12 months next succeeding such Borrower's investment objectives date, PLUS (2) principal amounts of all Debt payable (other than repayments of Working Capital borrowings as a result of a non-extension of the Working Capital Commitment) by the Borrower and fundamental its Subsidiaries scheduled to be paid during the period of 12 months next succeeding such date, PLUS (3) interest on such Subordinated Debt to be incurred on such date, scheduled to be paid during the period of 12 months next succeeding such date, is not less than 2.75 to 1; PROVIDED, FURTHER, that Subordinated Debt which does not require interest to be paid in cash until such ratio has been satisfied may be issued notwithstanding the failure to satisfy such ratio; and operating investment restrictionsPROVIDED, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% FURTHER, that no payment of principal of or deferred interest on such Subordinated Debt shall by the terms of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) Debt be due and payable until after the Advances have all been paid in full in cash; and such Subordinated Debt shall be in all other respects on an overnight basis from such Borrower's Custodian terms reasonably acceptable to the extent provided in SECTION 5.07(B), Lender, (xxii) pursuant to Subordinated Debt of the Other Credit Facility, (y) pursuant to investment techniques to Borrower resulting solely and directly from the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" lending of Funds To Complete (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders Completion Guaranty) by the Shareholders pursuant to this Agreement. Such Section 2.01(b)(ii) of the Completion Guaranty, PROVIDED that on the date of such lending no event shall have occurred and shall be continuing, or would result from such lending, that constitutes a Default, and (xiii) Subordinated Debt of the Borrower will not issue the proceeds of which are used solely and directly to pay or have outstanding any preferred stockprepay (pursuant to Section 2.05(a)) the Term Advances then outstanding.

Debt. Without the prior written consent of Required LendersNot create, such Borrower will not createincur, assume or suffer to exist any Debt other thanDebt, except: (a) Debt arising Obligations under this Agreement and the Notesother Loan Documents; (b) Debt of the Borrower existing on the Closing Date and described on Schedule 7.1; (c) Debt secured by Liens on assets not constituting Collateral, subject to an intercreditor agreement, in favor form and substance acceptable to Agent; (d) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), or Section 7.2(e) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Borrower's Custodian consisting Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $100,000; (e) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (f) Debt (i) arising from customary agreements for indemnification related to sales of overnight extensions goods, licensing of credit intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business or assets otherwise permitted hereunder, (ii) representing deferred compensation to employees of Borrower incurred in the ordinary course of business, or (iii) representing customer deposits and advance payments received in the ordinary course of business from such Custodian customers for goods purchased in the ordinary course of business; (cg) Debt pursuant with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the Other Credit Facility; and ordinary course of business; (dh) Debt arising incurred in connection with portfolio investments and investment techniques permissible under the Investment Company Act surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other applicable lawstypes of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (i) [Reserved]; and (j) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Borrower in the ordinary course of business), rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except addition to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionsDebt listed above, (B) enter into reverse repurchase agreements for in an aggregate outstanding amount which exceeds 10% of such Borrower's Total Assets not at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stocktime exceeding $100,000.

Debt. Without the prior written consent of Required LendersNot, such Borrower will and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt other thanDebt, except: (a) Debt arising Obligations under this Agreement and the Notesother Loan Documents; (b) Debt under any Approved AR Loan Facility; provided that the aggregate amount at any time outstanding in favor relation to such Approved AR Loan Facility shall not exceed $5,000,000; (c) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Borrower's Custodian consisting Debt secured by Liens permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (d) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (e) Debt (i) arising from customary agreements for indemnification related to sales of overnight extensions goods, licensing of credit intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (ii) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business, or (iii) representing customer deposits and advance payments received in the ordinary course of business from such Custodian customers for goods purchased in the ordinary course of business; (cf) Debt pursuant with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the Other Credit Facility; and ordinary course of business; (dg) Debt arising incurred in connection with portfolio investments surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and investment techniques permissible other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (h) Debt described on Schedule 7.1 as of the Closing Date, and any extension or renewal thereof so long (i) as the principal amount thereof is not increased, (ii) as the terms and conditions of such extension, renewal or refinancing are substantially identical to the original Debt, (iii) as to such extension or renewal, no collateral or other form of security is granted by Borrower in connection therewith; (i) Subordinated Debt; (j) unsecured Debt owed to trade creditors incurred in the ordinary course of business; (k) Debt under the Investment Company Act Existing LOC; and (l) unsecured Debt (which for further clarity shall exclude accounts payable and other applicable lawscurrent liabilities incurred by Loan Parties in the ordinary course of business), rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except addition to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionsDebt listed above, (B) enter into reverse repurchase agreements for in an aggregate outstanding amount which exceeds 10% of such Borrower's Total Assets not at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stocktime exceeding $250,000.

Debt. Without the prior written consent of Required Lenders, such Borrower will Borrowers shall not create, incur, assume or suffer to exist any Debt other thanDebt, except: (a) Debt arising under the Obligations incurred in accordance with this Agreement and the NotesAgreement; (b) Debt Capital Leases which do not exceed One Hundred Thousand Dollars ($100,000) in favor the aggregate, provided that, Borrowers may propose, an each anniversary of the Closing Date, a modification to this Section 7.1(b) subject to the review and written approval of Lender, such Borrower's Custodian consisting approval not to be unreasonably withheld alter taking into consideration of overnight extensions all relevant circumstances as determined by Lender, including but not limited to coverage ratios and Net Operating Cash Flow forecasts; (c) obligations secured by Permitted Encumbrances; (d) Indebtedness in connection with a Hedging Agreement approved in writing by Lender; (e) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of credit property or services, from such Custodian time to time incurred in the ordinary course of business which are (i) not delinquent or otherwise greater than ninety (90) days past the date of invoice and do not exceed $250,000 in the aggregate or (ii) being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with the Accounting Standards; (f) letters of credit, surety or other Bonds incurred in the ordinary course of business approved in writing in advance by Lender; (g) endorsements of negotiable instruments for collection in the ordinary course of business;; and (ch) other Debt incurred with the prior written consent of Lender, such consent not to be unreasonably withheld or delayed, and fully subordinated to the Obligations pursuant to the Other Credit Facility; and (d) Debt arising in connection with portfolio investments and investment techniques permissible under the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this a Subordination Agreement. Such Borrower will not issue or have outstanding any preferred stock.

Debt. Without the prior written consent of Required LendersNo Credit Party shall incur or maintain any Debt, such Borrower will not create, assume or suffer to exist any Debt other than: (a) Debt arising under this Agreement and the NotesObligations; (b) Debt in favor of such Borrower's Custodian consisting of overnight extensions of credit from such Custodian in the ordinary course of businessdescribed on Schedule 6.9; (c) Capital Leases of Equipment and purchase money secured Debt pursuant incurred to purchase Equipment, provided that Liens securing the same attach only to the Other Credit Facility; and Equipment acquired by the incurrence of such Debt; (d) Debt arising evidencing a refunding, renewal or extension of the Debt described on Schedule 6.9; provided that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in connection with portfolio investments and investment techniques permissible under addition to those assets, if any, securing the Investment Company Act and other applicable lawsDebt to be refunded, rulesrenewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, and regulations (iv) the terms of such refunding, renewal or extension are no less favorable to the Borrowers, the Administrative Agent or the Lenders than the original Debt; (e) obligations of the Borrowers in respect of Hedge Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and consistent not for speculative purposes; (f) Debt owing by one Credit Party to another Credit Party; (g) other unsecured Debt in any amount so long as immediately before and after giving pro forma effect to each such incurrence of Debt, the Borrowers have Availability in an amount equal to or greater than the greater of (i) 15% of the amount of the Commitments, and (ii) $15,000,000 on the date of the incurrence of such Debt; (h) Debt secured by Liens in the Collateral that are junior and subordinate to the Liens of the Administrative Agent in the Collateral on terms and conditions satisfactory to the Required Lenders in their reasonable credit judgment, so long as immediately before and after giving pro forma effect to each such incurrence of Debt, the Borrowers have Availability in an amount equal to or greater than the greater of (i) 15% of the amount of the Commitments, and (ii) $15,000,000 on the date of the incurrence of such Debt; (i) Debt owing by a Credit Party pursuant to a Guaranty permitted under Section 7.12; (j) Debt secured solely by Real Estate located at 0000 Xxxx Xxxx Xxxxxx, 0xx Xxxxx, Xxxxx, Xxxxxxx 00000, together with the adjacent undeveloped lot and parking lot, as more fully described on Schedule 7.13, together with related fixtures and personal property assets approved by the Administrative Agent in writing to be included in the mortgage securing such Borrower's investment objectives Debt (the “Corporate Headquarters”), so long as (i) the Liens securing the same attach only to the Corporate Headquarters, (ii) immediately before and fundamental and operating investment restrictions; PROVIDED that after giving pro forma effect to each such incurrence of Debt, the Borrowers have Availability in no event shall such Borrower an amount equal to or greater than the greater of (A) enter into or utilize swaps15% of the amount of the Commitments, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for $15,000,000 on the date of the incurrence of such Debt, and (iii) the Borrowers cause to be delivered to the Administrative Agent a mortgagee waiver signed by the mortgagee of such Real Estate, which mortgagee waiver shall be in such form as shall be acceptable to the Administrative Agent in the Administrative Agent’s discretion; and (k) other unsecured Debt in an aggregate amount which exceeds 10% of such Borrower's Total Assets not to exceed $1,000,000, at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stocktime outstanding.

Debt. Without the prior written consent of Required Lenders, such The Borrower will not create, incur, assume or suffer to exist exist, or permit any Subsidiary to create, incur, assume or suffer to exist, any Debt other thanthan the following: (a) Debt arising under this Agreement and the NotesCredit Documents; (b) Debt existing on the date of this Agreement and described in favor Schedule 6.02, including renewals and refinancings of such Borrower's Custodian consisting Debt, so long as the principal amount thereof is not increased (other than to pay any associated premiums, fees and expenses); (c) Debt under one or more Interest Rate Contract or Hydrocarbon Hedge Agreement (provided that the parties to this Agreement hereby agree that the obligations of overnight extensions the Borrower to the Banks in respect of credit from any Interest Rate Contract or Hydrocarbon Hedge Agreement are secured by the Security Documents, but only, with respect to each such Custodian Bank, if and so long as such Bank remains a Bank); (d) Debt in respect of endorsement of negotiable instruments in the ordinary course of business; (ce) Debt between the Borrower and any Subsidiary or between Subsidiaries, provided that (i) such Debt is noted on the books and records of the Borrower and its Subsidiaries and (ii) in the case of any Debt owed by the Borrower to any Subsidiary that is not a Guarantor, such Debt is subordinated to the Obligations of the Borrower under the Credit Documents on terms and conditions, and pursuant to documentation, in form and substance satisfactory to the Other Credit Facility; and Administrative Agent in its sole reasonable discretion; (df) Debt arising in connection with portfolio investments and investment techniques permissible respect of Capital Leases not exceeding $15,000,000 in aggregate amount equivalent to principal at any time outstanding; (g) Debt secured by Liens permitted by Section 6.01(d), not exceeding $20,000,000 in aggregate principal amount at any time outstanding; (h) [Intentionally omitted]; (i) unsecured Debt in addition to that described above, not exceeding $15,000,000 in aggregate principal amount at any time outstanding; (j) Debt under the Investment Company Act and other applicable lawsNote Agreement in an aggregate principal amount not to exceed $150,000,000; and (k) unsecured Funded Debt of the Borrower, rules, and regulations and consistent a Finance Entity and/or any Guarantor and/or any unsecured guaranty by the Borrower or any Guarantor of Funded Debt of the Borrower or any Affiliate of the Borrower; provided that (i) the Borrower is in compliance with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except Section 6.14 immediately after giving effect to the extent permissible under incurrence of any such Funded Debt or guaranty determined based upon the Investment Company Act outstanding amount of Funded Debt of the Borrower and consistent with its Subsidiaries on a Consolidated basis immediately after giving effect to such incurrence, EBITDA for the four fiscal quarters most recently ended on or before the date of such incurrence and the maximum Leverage Ratio allowed as of the end of the fiscal quarter most recently ended on or prior to the date of such incurrence (and in the case of any guaranty of Funded Debt of the Borrower or any other Affiliate of the Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an the aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to Funded Debt so guaranteed shall be “Funded Debt” of the extent provided in SECTION 5.07(BBorrower for purposes of calculating the Leverage Ratio), (xii) pursuant such Funded Debt does not impose any financial or other “maintenance” covenants on the Borrower or any of the Subsidiaries that are more onerous than the covenants set forth in this Agreement, (iii) such Funded Debt shall not require any scheduled payment on account of principal (whether by redemption, purchase, retirement, defeasance, set-off or otherwise) prior to the Other Credit Facility, Termination Date and (yiv) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable such Funded Debt shall contain terms and conditions that are customary for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stocktransactions.

Debt. Without the prior written consent of Required Lenders, such The Borrower will not incur, create, assume or suffer to exist any Debt other thanDebt, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) Debt arising under this Agreement and the NotesIndebtedness; (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 under Capital Leases or other equipment financing arrangements incurred by the Borrower or any Subsidiary Guarantor for mobile excavation equipment, automobiles, trucks, rental equipment or other equipment or personal Property which may be used (i) for purposes of excavation or other similar uses on the Sand Properties or (ii) for transportation and logistics, in favor an aggregate amount (for all Debt incurred under this clause (c)) not to exceed $35,000,000 in the aggregate at any one time outstanding; (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of such Borrower's Custodian consisting of overnight extensions of credit from such Custodian the Sand Properties in the ordinary course of business; (ce) endorsements of negotiable instruments for collection in the ordinary course of business; (f) subject to compliance with Section 9.02, Debt incurred by the Borrower or any Non-Logistics Subsidiary Guarantor under the Revolving Credit Agreement (and guarantees by the Borrower or any Non-Logistics Subsidiary of such Debt) in an aggregate principal amount not to exceed $60,000,000 at any time outstanding; provided that (i) if after giving pro forma effect to the incurrence of any such Debt, the aggregate principal amount of all Debt outstanding under the Revolving Credit Agreement would not exceed $40,000,000, the Consolidated Leverage Ratio as of the last day of the most recent Reference Period for which financial statements are available (giving pro forma effect to the incurrence of such Debt assuming that such Debt was incurred on the last day of such Reference Period) shall be less than 3.50:1.00 (in the event the last day of such Reference Period is on or before September 30, 2018) or 3.00:1.00 (in the event the last day of such Reference Period is after September 30, 2018), and (ii) if after giving pro forma effect to the incurrence of any such Debt, the aggregate principal amount of all Debt outstanding under the Revolving Credit Agreement would exceed $40,000,000, the Consolidated Leverage Ratio as of the last day of the most recent Reference Period for which financial statements are available (giving pro forma effect to the incurrence of such Debt assuming that such Debt was incurred on the last day of such Reference Period) shall be less than 2.00:1.00; (g) Debt pursuant of MAALT Specialized Bulk incurred under any working capital facility not to exceed in the aggregate at any time outstanding an amount equal to $1,000,000; (h) Debt and obligations owing under Swap Agreements to the Other Credit Facility; and extent permitted under Section 9.19; (di) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within two Business Days of its incurrence; (j) unsecured Debt of any Loan Party assumed or incurred in connection with portfolio investments and investment techniques permissible under any Permitted Acquisition which is subordinated to the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionsIndebtedness; PROVIDED provided that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except the subordination provisions of such Debt are reasonably satisfactory in all respects to the extent permissible under Administrative Agent and the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionsRequired Lenders, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% the terms of such Borrower's Total Assets at Debt shall not provide for any timematurity, amortization, sinking fund payment, mandatory redemption or other required repayment or repurchase of such Indebtedness (C) borrow money other than any required offer to repay or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), repurchase (x) with asset sale proceeds pursuant to customary arrangements providing that the Other Credit FacilityBorrower or such other Loan Party, as the case may be, (in lieu of making such offer) repay Indebtedness under this Agreement or (y) pursuant to investment techniques “change of control” provisions that are no more restrictive than the analogous provisions contained in this Agreement), in each case prior to six months after the extent provided Maturity Date, (C) the covenants and events of default relating to such Debt shall be less restrictive than those contained in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or this Agreement and (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined the aggregate principal amount of such Debt shall not exceed in the Investment Company Act)aggregate at any time outstanding an amount equal to $5,000,000; (k) Debt existing on the date hereof and set forth in Schedule 9.03 and extensions, except renewals and replacements of any such Debt and any refinancings, modifications, renewals and extensions of any such Debt; provided that (i) the principal amount of such Debt shall not be increased from that amount outstanding at the time of such refinancing, renewal or extension, (ii) the maturity of such Debt shall not be shortened and (iii) the terms relating to collateral (if any) and subordination (if any) of any such refinancing, modification, renewing or extending Debt, and of any agreement entered into and of any instrument issued in connection therewith, are not less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Debt being so refinanced, modified, renewed or extended; and (l) other Debt in an aggregate amount not to exceed $1,000,000 at any time outstanding; provided that such Borrower may borrow Debt shall be unsecured; and (m) unsecured Debt arising from Lenders pursuant intercompany loans and advances owed by a Loan Party to this Agreement. Such Borrower will not issue or have outstanding another Loan Party (in either case, other than Parent) which is subordinated to the Indebtedness on terms that are reasonably satisfactory in all respects to the Administrative Agent and the Required Lenders; provided that any preferred stocksuch intercompany loans and advances shall be subject to the limitations set forth in Section 9.06(g).

Debt. Without the prior written consent The Credit Parties shall not, and shall not permit any Subsidiary of Required Lendersa Credit Party to, such Borrower will not create, assume create or suffer permit to exist any Debt Debt, including any guaranties or other thancontingent obligations, except the following: (a) Debt arising under this Agreement and the NotesObligations; (b) Debt in favor indorsement of such Borrower's Custodian consisting of overnight extensions of credit from such Custodian Items for collection in the ordinary course of business; (c) unsecured earnouts or similar payments and unsecured Debt pursuant constituting a deferred payment of the purchase price, in each case, with respect to the Other Credit Facility; and any Permitted Acquisition and, in each case, only so long as such amounts do not exceed $4,000,000 in connection with any such Permitted Acquisition; (d) purchase money Debt arising (including Debt of a Credit Party or any Subsidiary represented by obligations under a Capital Lease) incurred to purchase or acquire Equipment; provided that the amount of such Debt shall not at any time (i) exceed the price of the Equipment purchased or acquired or (ii) exceed, in aggregate principal amount at any time outstanding for Credit Parties and their Subsidiaries, $10,000,000; (e) [reserved]; (f) Debt listed in Schedule 9.1, attached hereto and made a part hereof, to the extent such Debt exists as of the Effective Date, together with any Debt incurred in any refinancing or renewal thereof (each, a “Refinancing”), so long as the principal amount of such Refinancing is not greater than the existing principal amount of such Debt, the principal amount of such Refinancing does not mature earlier than, or have a weighted average life to maturity shorter than, such Debt, and the covenants, representations, warranties, and events of default related to such Refinancing, taken as a whole, are not materially more restrictive than those, taken as a whole, existing in connection with portfolio investments such Debt; provided, that, in connection with the incurrence of any such Refinancing, the Borrower shall have delivered to the Agent a certificate from an Authorized Officer of the Borrower certifying that such Refinancing complies with the requirements of this Section 9.1(f); (i) Debt of any Subsidiary (other than a Credit Party) owing to the Borrower or another Subsidiary and investment techniques permissible under (ii) Debt of any Credit Party owing to another Credit Party; (i) purchase money Debt incurred solely to purchase Inventory from pharmaceutical wholesalers so long as the Investment Company Act and other applicable laws, rulesamount of such Debt shall not at any time exceed the purchase price of the Inventory purchased, and regulations and consistent (ii) Debt provided by pharmaceutical wholesalers to Subsidiaries of the Borrower for purposes of financing the start-up of new pharmacy businesses so long as such Debt is incurred within twelve (12) months of such new business commencing operations; provided that, with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that respect to the Debt described in no event shall such Borrower the foregoing clause (ii), (A) enter into or utilize swapssuch Debt shall not exceed an aggregate principal amount at any time outstanding of $3,000,000 for the Borrower and its Subsidiaries, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for the documentation evidencing such Debt, and any Liens permitted to secure the same, shall be in form and substance satisfactory to Agent in all respects; (i) the unsecured Guaranties permitted pursuant to Section 9.4(d)(xi) of this Agreement; (j) other unsecured Debt in an aggregate amount which exceeds 10% of such Borrower's Total Assets outstanding at any time, time not to exceed $4,000,000; and (Ck) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to indebtedness representing the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined financing of insurance premiums in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will ordinary course of business and not issue or have outstanding any preferred stockfor borrowed money.

Debt. Without the prior written consent of Required LendersNot, such Borrower will and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt other thanDebt, except: (a) Debt arising Obligations under this Agreement and the Notesother Loan Documents; (b) Debt existing on the Closing Date and set forth on Schedule 7.1; (c) Debt owing to SWK Funding LLC in favor an aggregate principal amount not to exceed $6,500,000.00; (d) Debt incurred under the convertible notes issued to MAM Aardvark, LLC and Marathon Healthcare Finance Fund, L.P. on or prior to March 14, 2022 (collectively, the “Convertible Note”) and any Subordinated Debt; (e) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d) or Section 7.2(n) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Borrower's Custodian consisting Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $100,000; (f) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (g) Debt (i) arising from customary agreements for indemnification related to sales of overnight extensions goods, licensing of credit intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (ii) representing deferred compensation to employees of any Loan Party, or in respect of worker’s compensation claims, payment obligations in connection with health, disability or other types of social security benefits, unemployment or other insurance obligations, in each case incurred in the ordinary course of business, or (iii) representing trade payables incurred with suppliers in the ordinary course of business and customer deposits and advance payments received in the ordinary course of business from such Custodian customers for goods purchased or services rendered in the ordinary course of business; (ch) Debt pursuant with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the Other Credit Facility; and ordinary course of business; (di) Debt arising incurred in connection with portfolio investments and investment techniques permissible under the Investment Company Act surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other applicable laws, rules, types of social security and regulations and consistent otherwise in the ordinary course of business or referred to in Section 7.2(e); (j) Debt or guarantees incurred as a result of endorsing negotiable instruments received in the ordinary course of business; (k) guarantees by any Loan Party of any outstanding Debt of any other Loan Party that is permitted to be incurred under this Section 7.1; (l) Debt in connection with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except corporate credit cards to the extent permissible under it is paid on or prior to the Investment Company Act date which is 30 days after the invoice therefore; (m) unsecured Debt (which for further clarity shall exclude accounts payable and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionsother current liabilities incurred by Loan Parties in the ordinary course of business), (B) enter into reverse repurchase agreements for in addition to the Debt listed above, in an aggregate outstanding amount which exceeds 10% of such Borrower's Total Assets not at any timetime exceeding $100,000; (n) unsecured Debt among the Loan Parties; and (o) extensions, refinancings, modifications, amendments and restatements of any Debt described in clauses (Ca) borrow money or create leverage under any arrangement OTHER THAN through (vn) from Lenders hereunderabove, (w) on an overnight basis from such Borrower's Custodian to provided that the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will principal amount thereof is not issue or have outstanding any preferred stockincreased.

Debt. Without None of the prior written consent of Required LendersLoan Parties will, such Borrower nor will not they permit any Subsidiary to, incur, create, assume or suffer to exist any Debt other thanDebt, except: (a) Debt the Loans or other Obligations arising under this Agreement and the NotesLoan Documents or any guaranty of or suretyship arrangement for the Loans or other Obligations arising under the Loan Documents; (b) Debt outstanding as of the Petition Date and set forth on Schedule 9.02; (c) Debt associated with worker’s compensation claims, bonds or surety obligations required by Governmental Requirements or by third parties in favor the ordinary course of such Borrower's Custodian consisting business in connection with the operation of, or provision for the abandonment and remediation of, the Oil and Gas Properties; (d) [reserved]; (e) endorsements of overnight extensions of credit from such Custodian negotiable instruments for collection in the ordinary course of business; (cf) obligations to royalty, overriding and working interest owners, joint interest obligations, trade payables and other lease operating expenses incurred in the ordinary course of business which are not more than ninety (90) days past due; (g) Debt pursuant associated with appeal bonds and bonds or sureties provided to the Other Credit Facility; and (d) Debt arising any Governmental Authority or to any other Person in connection with portfolio investments the operation of the Oil and investment techniques permissible under Gas Properties, including with respect to plugging, facility removal and abandonment of the Investment Company Act Oil and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower Gas Properties; (Ah) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, Debt or other similar portfolio investments obligations of the type described under clause (c) of the definition thereof (whether or investment techniques, except not then overdue by more than ninety (90) days as of the Closing Date) that are in existence as of the Closing Date; (i) to the extent permissible under constituting Debt, obligations in respect of Swap Agreements in accordance with the Investment Company Act Hedge Order and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, this Agreement; (Bj) enter into reverse repurchase agreements for an other Debt that is not in respect of borrowed money since the Petition Date not to exceed $200,000 in the aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, time outstanding; (Ck) borrow money or create leverage under any arrangement OTHER THAN guarantee of any other Debt permitted to be incurred hereunder; and (vl) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to Debt as of the extent provided Petition Date in SECTION 5.07(B), (x) pursuant to respect of the Other Prepetition Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) precedingPrepetition Note Purchase Agreement, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) precedingBorrower Preferred Units, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act)Series A Preferred Stock and the Series B Redeemable Preferred Stock, except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stocktogether with interest accrued thereon.

Debt. Without the prior written consent The Credit Parties shall not, and shall not permit any Subsidiary of Required Lendersa Credit Party to, such Borrower will not create, assume create or suffer permit to exist any Debt Debt, including any guaranties or other thancontingent obligations, except the following: (a) Debt arising under this Agreement and the NotesObligations; (b) Debt in favor indorsement of such Borrower's Custodian consisting of overnight extensions of credit from such Custodian Items for collection in the ordinary course of business; (c) unsecured earnouts or similar payments and unsecured Debt pursuant constituting a deferred payment of the purchase price, in each case, with respect to the Other Credit Facility; and any Permitted Acquisition and, in each case, only so long as such amounts do not exceed $6,000,000 in connection with any such Permitted Acquisition; (d) purchase money Debt arising (including Debt of a Credit Party or any Subsidiary represented by obligations under a Capital Lease) incurred to purchase or acquire Equipment; provided that the amount of such Debt shall not at any time (i) exceed the price of the Equipment purchased or acquired or (ii) exceed, in aggregate principal amount at any time outstanding for Credit Parties and their Subsidiaries, $20,000,000; (e) [reserved]; (f) Debt listed in Schedule 9.1, attached hereto and made a part hereof, to the extent such Debt exists as of the Effective Date, together with any Debt incurred in any refinancing or renewal thereof (each, a “Refinancing”), so long as the principal amount of such Refinancing is not greater than the existing principal amount of such Debt, the principal amount of such Refinancing does not mature earlier than, or have a weighted average life to maturity shorter than, such Debt, and the covenants, representations, warranties, and events of default related to such Refinancing, taken as a whole, are not materially more restrictive than those, taken as a whole, existing in connection with portfolio investments such Debt; provided, that, in connection with the incurrence of any such Refinancing, the Borrower shall have delivered to the Agent a certificate from an Authorized Officer of the Borrower certifying that such Refinancing complies with the requirements of this Section 9.1(f); (i) Debt of any Subsidiary (other than a Credit Party) owing to the Borrower or another Subsidiary and investment techniques permissible under (ii) Debt of any Credit Party owing to another Credit Party; (h) (i) purchase money Debt incurred solely to purchase Inventory from pharmaceutical wholesalers so long as the Investment Company Act and other applicable laws, rulesamount of such Debt shall not at any time exceed the purchase price of the Inventory purchased, and regulations and consistent (ii) Debt provided by pharmaceutical wholesalers to Subsidiaries of the Borrower for purposes of financing the start-up of new pharmacy businesses so long as such Debt is incurred within twelve (12) months of such new business commencing operations; provided that, with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that respect to the Debt described in no event shall such Borrower the foregoing clause (ii), (A) enter into or utilize swapssuch Debt shall not exceed an aggregate principal amount at any time outstanding of $6,000,000 for the Borrower and its Subsidiaries, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for the documentation evidencing such Debt, and any Liens permitted to secure the same, shall be in form and substance satisfactory to Agent in all respects; (i) the unsecured Guaranties permitted pursuant to Section 9.4(d)(x) of this Agreement; (j) other unsecured Debt in an aggregate amount which exceeds 10% of such Borrower's Total Assets outstanding at any time, time not to exceed $8,000,000; and (Ck) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to indebtedness representing the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined financing of insurance premiums in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will ordinary course of business and not issue or have outstanding any preferred stockfor borrowed money.

Debt. Without the prior written consent of Required LendersIncur, such Borrower will not create, assume or suffer permit to exist exist, directly or indirectly, any Debt other thanDebt, except: (ai) Debt arising owed to Borrower or to a wholly owned Subsidiary of Borrower permitted by Section 5.02(h)(vi); (ii) Debt existing on or anticipated to be incurred on or about the Closing Date and described on Schedule 5.02(c)(ii) hereto or listed in the Side Letter; (iii) Debt incurred under (A) this Agreement and the Notesother Loan Documents and (B) the Take-Out Securities in an aggregate principal amount, together with any amounts remaining outstanding hereunder, not to exceed $1,600,000,000 (or such greater principal amount subject to original issue discount generating proceeds not to exceed $1,600,000,000) plus the amount of any accrued and unpaid interest and premiums required to be paid hereunder and reasonable fees and expenses associated therewith (and any pay-in-kind interest thereon); (biv) following the Initial Maturity Date, Debt of a Person existing at the time such Person is merged into or consolidated with Borrower or a Subsidiary of Borrower or becomes a Subsidiary of Borrower in connection with a Permitted Acquisition; provided that such Debt is not created in contemplation of such Permitted Acquisition; (v) Debt in favor respect of such Borrower's Custodian consisting Purchase Money Obligations, Capital Lease Obligations and other Debt not otherwise permitted hereunder which, together with Debt secured by Liens permitted under Section 5.02(a)(vii), does not exceed an aggregate principal amount of overnight extensions $100.0 million at any time outstanding and any guarantee of credit from such Custodian Debt in respect thereof; (vi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (cvii) following the Initial Maturity Date, (A) Debt of Borrower and its Subsidiaries owing to the seller in any Permitted Acquisition and (B) any Guaranteed Debt in respect thereof so long as such Debt does not, when taken together with all other Debt incurred pursuant to clause (A) and any refinancings thereof, exceed more than $100.0 million in aggregate principal amount outstanding at any time; provided, however, that any Subsidiary may incur Debt pursuant to this clause (vii) in excess of $100.0 million for a period of time not to exceed 30 consecutive days if such Debt is created or assigned in anticipation of a sale or any other disposition of a Subsidiary or in anticipation of the Other Credit Facilitydividend or distribution or other spin-off transaction of the Capital Stock of such Subsidiary to Borrower's shareholders permitted pursuant to Section 5.02(b)(iv); (viii) following the Initial Maturity Date, to the extent constituting Debt, obligations in respect of net working capital adjustments and/or earn out arrangements pursuant to a Permitted Acquisition; (ix) any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Debt permitted by clauses (c)(ii) or (iv) above or clauses (c)(xv) or (xviii) below (or this clause (ix)); provided that (A) the principal amount of such Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, plus the amount of any accrued and unpaid interest and premiums required to be paid thereon and reasonable fees and expenses associated therewith, (B) no portion of such refinancing Debt matures prior to the earlier of the maturity date of the Debt being refinanced and the date that is six months after the Final Ma- turity Date and (dC) the direct and contingent obligors with respect to such Debt are not changed (except that any refinancing Debt may provide for guarantees by the Guarantors; provided that any such guarantees are on a subordinated basis to such Guarantor’s obligations under the Guarantee); provided that refinancings of the Medium Term Notes with proceeds of Delayed Draw Tranche B Advances (as defined in the Senior Secured Credit Agreement) shall be deemed incurred under clause (xv) below; (A) Debt in respect of Hedging Obligations (other than Secured Hedging Obligations) that does not exceed $25.0 million in an aggregate principal amount outstanding at any time; provided, however, that such limitation shall not apply to Hedging Obligations with respect to the PHONES and (B) Debt in respect of Secured Hedging Obligations with respect to interest rates, foreign currency exchange rates or commodity prices; provided that all Hedge Agreements shall be entered into in the ordinary course of business or as required by this Agreement and not for speculative purposes; (xi) to the extent constituting Debt, (A) obligations under performance bonds, surety bonds and letter of credit obligations to provide security for worker’s compensation claims and (B) obligations in respect of bank overdrafts not more than five Business Days overdue, in each case, incurred in the ordinary course of business; (xii) to the extent constituting Debt, indemnification obligations and other similar obligations of Borrower and its Subsidiaries in favor of directors, officers, employees, consultants or agents of Borrower or any of its Subsidiaries extended in the ordinary course of business; (xiii) Guaranteed Debt with respect to payment obligations of any wholly owned Subsidiary in respect of Debt otherwise permitted under this Section 5.02(c); provided that no Subsidiary shall guarantee the Existing Notes; (xiv) Debt owing to insurance companies to finance insurance premiums incurred in the ordinary course of business; (xv) Debt under the Senior Secured Credit Agreement in an amount not to exceed $10,025 million less any amounts not drawn under delayed draw term loans intended but not used to refinance the Medium Term Notes on or prior to their maturity date and any Guaranteed Debt in respect thereof; (xvi) letters of credit (other than Letters of Credit under and as defined in the Senior Secured Credit Agreement) in an aggregate amount not to exceed $75.0 million; (xvii) prior to the consummation of the Acquisition, the Xxxx Note and, after consummation of the Acquisition, the Xxxx Sub Note (and any pay-in-kind interest thereon); (xviii) Debt incurred to finance the purchase of the TMCT Real Property in an aggregate principal amount not to exceed $175.0 million, and any Guaranteed Debt in respect thereof; (xix) Junior Capital issued as part of a Special Contribution; (xx) Debt arising in connection with portfolio investments and investment techniques permissible under a Receivables Facility or the Investment Company Act and other applicable laws, rulessale or financing of accounts receivable, and regulations any Guaranteed Debt of a Receivables Subsidiary in respect thereof, in an aggregate amount not to exceed $450,000,000, incurred by Borrower or any of its Subsidiaries at any time outstanding; (xxi) Debt in an aggregate amount not to exceed $50,000,000 at any one time outstanding arising from agreements with any governmental authority or political subdivision or agency thereof relating to the construction of buildings, and consistent with such Borrower's investment objectives the purchase and fundamental installation of equipment, to be used in the business of the Companies; (xxii) unsecured Debt of Borrower or a Guarantor not otherwise permitted to be incurred hereunder that does not require any principal amortization prior to maturity and operating investment restrictionsmatures no earlier than six months after the Final Maturity Date; PROVIDED provided that in no event shall such Borrower (Ax) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under such Debt is incurred by a Guarantor or is guaranteed by a Guarantor, such Debt is subordinated in right of payment to such Guarantor’s Guarantee of the Investment Company Act Obligations and consistent (y) after giving effect to such transaction on a Pro Forma Basis, Borrower shall be in compliance with such Borrower's investment objectives all covenants set forth in Sections 5.02(i)(A) and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements of the Senior Secured Credit Agreement as of the most recent Test Period (assuming if such transaction is to be consummated prior to the last day of the first Test Period for which the covenants in Sections 5.02(i)(A) and (B) of the Senior Secured Credit Agreement are required to be satisfied, the levels required for such first Test Period shall be deemed to apply in determining compliance with such covenants for purposes of this clause (xxii)); (xxiii) Debt (that will be either unsecured or secured in connection with a Related Transaction) of any Company not otherwise permitted to be incurred hereunder in an aggregate amount which exceeds 10% not to exceed $50.0 million; and (xxiv) PDT Debt permitted in accordance with the definition of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stock“Permitted Disposition Transaction.”

Debt. Without the prior written consent of Required Lenders, such Borrower It will not create, incur, assume or suffer to exist exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other than: (a) Debt arising under this Agreement and the NotesLoan Documents (other than any Hedge Contracts); (b) intercompany Debt; provided, however, that (i) such Debt shall be unsecured and, to the extent such Debt is incurred by a Loan Party, subordinated to the Advances and evidenced by an intercompany note in favor substantially the form of Exhibit C hereto and, to the extent such Debt is owed to a Loan Party, pledged to the Lenders pursuant to the Security Documents to secure the Borrowers’ Obligations under the Loan Documents, and (ii) loans made pursuant to this clause (b) may not be made to any Shipping Subsidiary created after the date hereof other than in an amount not to exceed the amount equal to the down payment for the vessel owned by such Shipping Subsidiary (such down payment not to exceed 30% of the purchase price for such vessel); (c) shipping vessel mortgages of any Shipping Subsidiary and unsecured guarantees of Shipping Holdings of shipping vessel mortgages of any Shipping Subsidiary; (d) other direct or indirect guaranties (other than the guaranties referred to in clause (c) above or clause (l)(ii) below) of the Debt of other Persons not to exceed in the aggregate U.S.$50,000,000 (or the non-U.S. currency equivalent thereof); (e) Debt under Capitalized Leases, including any Capitalized Leases for refrigerated containers, in an aggregate principal amount not exceeding U.S.$200,000,000 (or the non-U.S. currency equivalent thereof); (f) existing Debt secured by Real Property on the Agreement Date, and any Debt constituting a refinancing thereof; provided that any such refinancing shall not increase the aggregate principal amount of such Borrower's Custodian existing Debt immediately prior to such refinancing and shall not be secured by any assets other than such Real Property; (g) Debt secured by Liens on acquired assets permitted by clause (f) of the definition of “Permitted Liens” set forth in Article 1 hereof; provided that (i) such Debt was in existence prior to the acquisition of such assets and was not created in contemplation thereof, (ii) at the time of acquisition of such assets, such Debt could not be prepaid without penalty or premium, and (iii) the aggregate principal amount of such Debt shall not exceed U.S.$50,000,000 (or the non-U.S. currency equivalent thereof) at any time; (h) secured Debt (other than Debt referred to in clauses (e), (f), or (g) above), including any purchase money indebtedness, outstanding in an aggregate principal amount not to exceed U.S.$50,000,000 (or the non-U.S. currency equivalent thereof); provided that no such Debt shall be secured by any Collateral (other than any Collateral consisting of overnight extensions Equipment (as defined in the Security Agreement) acquired with purchase money financing); (i) endorsement of credit from such Custodian negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (j) Hedge Contracts permitted under Section 6.14 hereof; (k) unsecured Debt (other than the guaranties referred to in clause (c) above or clause (l)(ii) below) incurred by any Subsidiary of Fresh Produce in the aggregate amount not to exceed $50,000,000 outstanding for all such Subsidiaries at any time provided (i) at the time of incurrence of such Debt pursuant and immediately after giving effect to the Other Credit Facility; incurrence of such Debt and the application of the proceeds thereof, Borrowers are in pro forma compliance with the financial covenants set forth in Section 6.16 hereof as of the last day of the immediately preceding fiscal quarter for which financial statements are available, and (dii) at the time of incurrence of such Debt arising in connection with portfolio investments and investment techniques permissible under immediately after giving effect to the Investment Company Act and incurrence of such Debt, no Default exists or would result therefrom; and (i) other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower unsecured Debt incurred by Fresh Produce so long as (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except at the time of incurrence of such Debt and immediately after giving effect to the extent permissible under incurrence of such Debt and the Investment Company Act application of the proceeds thereof, Borrowers are in pro forma compliance with the financial covenants set forth in Section 6.16 hereof as of the last day of the immediately preceding fiscal quarter for which financial statements are available (and consistent with Fresh Produce shall provide to Administrative Agent a certificate of its chief financial officer certifying such Borrower's investment objectives and fundamental and operating investment restrictionscompliance for any incurrence (whether in any single transaction or a series of related transactions) in excess of $100,000,000 in the aggregate), (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% at the time of incurrence of such Borrower's Total Assets at any timeDebt and immediately after giving effect to the incurrence of such Debt, no Default exists or would result therefrom, (C) borrow money such Debt shall not have any amortization or create leverage under maturity date earlier than six months after the Termination Date, and (D) the documents evidencing such Debt shall not contain any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian cross-default to the extent provided in SECTION 5.07(BLoan Documents (other than, for the avoidance of doubt, cross-default to maturity and cross-acceleration provisions), any thresholds for events of default equal to or more restrictive or burdensome than those set forth in Section 7.1 hereof, or any financial maintenance covenants requiring the maintenance of any numerical thresholds or limitations equal to, in excess of or more burdensome than the numerical thresholds or limitations set forth in Section 6.16 hereof, and (xii) unsecured Guarantees by the Subsidiaries of Fresh Produce in respect of any Debt of Fresh Produce permitted pursuant to the Other Credit Facility, sub clause (yi) pursuant to investment techniques to the extent of this clause (l) provided in CLAUSE that (A) preceding, or (z) pursuant to reverse repurchase agreements to no Guarantee of such Debt shall be permitted unless such guaranteeing party shall have also provided a Guaranty of the extent provided in CLAUSE Obligations on the terms set forth herein and (B) precedingif the Debt being Guaranteed is subordinated to the Obligations, or (D) issue or such Guaranty shall be or remain liable for or have outstanding any "SENIOR SECURITY" (subordinated to the Guaranty of the Obligations on terms at least as defined favorable to the Secured Parties as those contained in the Investment Company Act), except that subordination of such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stockDebt.

Debt. Without the prior written consent of Required LendersNo Credit Party shall incur, such Borrower will not create, assume or suffer to exist any Debt Debt, other than:than the following (collectively "Permitted Debt"): (a) Debt arising under this Agreement and the Notes;Obligations, (b) Debt in favor of such Borrower's Custodian consisting of overnight extensions of credit from such Custodian trade payables and contractual obligations to suppliers and customers arising in the ordinary course of business; (c) Debt pursuant to the Other Credit Facility; and Subordinated Debt; (d) Debt arising in connection with portfolio investments existing on the Agreement Date and investment techniques permissible under the Investment Company Act and other applicable laws, rulesdescribed on Schedule 7.21, and regulations and consistent any related Refinancing Debt; (e) purchase money secured Debt incurred to purchase Equipment, provided that the aggregate amount of such Debt outstanding does not exceed $125,000 at any one time outstanding; (f) Debt of such Credit Party with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swapsrespect to surety, capsappeal, optionsindemnity, futures contracts, options on futures contractsperformance, or other similar portfolio investments bonds in the ordinary course of business; (g) Debt owing to any Person providing property, casualty, liability or investment techniquesother insurance to Credit Parties, except to so long as the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% of such Borrower's Total Assets at Debt does not exceed 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; (h) Debt incurred in the ordinary course of business in respect of credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called "procurement cards" or "P-cards"); (i) Debt constituting Permitted Investments; LOAN AND SECURITY AGREEMENT - Page 63 DAL 79531933v13 (j) Debt arising from endorsement of instruments or other payment items for deposit; (k) unsecured guarantees by one Credit Party of Debt of another Credit Party otherwise permitted under this Section 9.5; (l) the incurrence by any timeCredit Party or its Subsidiaries of Debt under Hedge Agreements that are incurred for the bona fide purpose of hedging the interest rate, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) precedingcommodity, or foreign currency risks associated with Credit Parties' operations; and (zm) pursuant to reverse repurchase agreements to the extent provided unsecured Debt incurred in CLAUSE (B) precedingrespect of netting services, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined overdraft protection, and other like services, in each case incurred in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stockordinary course of business.

Debt. Without the prior written consent of Required LendersNot, such Borrower will and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt other thanDebt, except: (a) Debt arising Obligations under this Agreement and the Notesother Loan Documents; (b) Debt under any Approved AR Loan Facility and extensions, renewals and re- financings thereof; provided that the aggregate principal amount (excluding an amount equal to accrued interest, premiums, fees and expenses associated therewith) at any time outstanding in favor relation to such Approved AR Loan Facility shall not exceed $2,500,000; provided that, (A) the principal amount of such Borrower's Custodian consisting Debt (excluding an amount equal to accrued interest, premiums, fees and expenses associated therewith) is not increased pursuant to any such renewal, extension, refunding or refinancing, and (B) any such refinancing renewal, extension or refunding shall continue to constitute usage of overnight extensions any basket under which such Debt was originally incurred, created or assumed; (c) Subordinated Debt and extensions, renewals, and re-financings thereof; (d) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate principal amount of credit all such Debt (excluding an amount equal to accrued interest, premiums, fees and expenses associated therewith or with any extension, renewal or re-financing) permitted under Section 7.2(d) at any time outstanding shall not exceed $500,000; (e) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (f) Debt (i) arising from such Custodian customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (ii) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business, or (iii) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (cg) Debt pursuant with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, and including, without limitation, treasury, depository, credit or debit card, “p-cards,” electronic funds transfer, foreign exchange services, zero balance arrangements, liquidity management tools (such as physical pooling or cash concentration) and other cash management arrangements, including any other arrangement designated in good faith by any Borrower to Agent as being a “cash management arrangement,” in each case incurred in the ordinary course of business; (h) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (i) Debt described on Schedule 7.1 as of the Closing Date, and any extension or renewal thereof so long (i) as the principal amount thereof is not increased, (ii) as the terms and conditions of such extension, renewal or refinancing are substantially identical to the Other original Debt, (iii) as to such [Biolase] Credit FacilityAgreement #61304369 extension or renewal, no collateral or other form of security is granted by Borrower in connection therewith; and (j) unsecured Debt (which for further clarity shall exclude accounts payable, take-or- pay contracts, and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate principal outstanding amount (dexcluding an amount equal to accrued interest, premiums, fees and expenses associated therewith or with any extension, renewal or re- financing) not at any time exceeding $250,000 and extensions, renewals and re-financings thereof; (k) to the extent constituting Debt, obligations due by any Loan Party or Subsidiary thereof under such Loan Party’s or their respective Subsidiaries’ Product warranty programs; (l) Debt arising from cash pooling arrangements among the Loan Parties and their Subsidiaries; and (m) Debt incurred in connection with portfolio investments and investment techniques permissible under the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% financing of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined insurance premiums in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stockordinary course of business.

Debt. Without the prior written consent No Credit Party shall, nor shall it permit any of Required Lendersits Subsidiaries to, such Borrower will not create, assume or assume, incur, suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than:than the following (collectively, the “Permitted Debt”): (a) Debt arising under this Agreement the Obligations and the NotesBanking Services Obligations; (b) intercompany Debt owed by any Credit Party to any other Credit Party; provided that (i) such Debt is subordinated to the Secured Obligations pursuant to a subordination agreement in favor form and substance reasonably acceptable to the Administrative Agent; and (ii) any such loans and advances made by a Credit Party shall be evidenced by a 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, refundings, renewals or extensions thereof; provided that the amount of such Borrower's Custodian consisting Debt is not increased at the time of overnight extensions such refinancing, refunding, renewal or extension; (d) purchase money indebtedness or Capital Leases incurred after the Closing Date; provided that, (i) no Credit Party may enter into additional indebtedness of credit 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, and (ii) such Debt permitted under this clause (d) shall not exceed an aggregate principal amount of $7,500,000 at any time; (e) Hedging Arrangements permitted under Section 6.16; (f) Debt arising from such Custodian the endorsement of instruments for collection in the ordinary course of business; (cg) unsecured Debt pursuant to the Other Credit Facility; and (d) Debt arising in connection with portfolio investments and investment techniques permissible not otherwise permitted under the Investment Company Act and other applicable lawspreceding provisions of this Section 6.1; provided that, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event the aggregate principal amount thereof shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% of such Borrower's Total Assets not exceed $5,000,000 at any time; (h) unsecured Debt in an aggregate principal amount not exceeding $5,000,000 provided by Parent or any of Parent’s Affiliates to any Credit Party, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian which is subordinated to the extent provided in SECTION 5.07(B), (x) pursuant Secured Obligations on terms and conditions acceptable to the Other Credit FacilityAdministrative 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; (yi) pursuant to investment techniques to the extent provided in CLAUSE Phantom Stock Distributions permitted under Section 6.9(e); and (Aj) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stockRogue Earn Out Obligations.

Debt. Without Each of the prior written consent of Required Lenders, such Parent and the Borrower will not, and will not permit any of their respective subsidiaries to, incur, create, assume or suffer to exist any Debt other thanDebt, except: (a) Debt arising under this Agreement the Obligations and the Notesany guaranty of or suretyship arrangement in respect thereof; (b) Debt arising under Capital Leases and Debt incurred in favor connection with purchase money indebtedness (i) existing as of the Effective Date and reflected on Schedule 9.02(b) and (ii) otherwise not to exceed $10,000,000 in the aggregate at any one time outstanding; (c) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements, in each case, incurred in the ordinary course of business in connection with the operation of the Oil and Gas Properties; (d) unsecured intercompany Debt between or among Loan Parties (other than the Parent) to the extent permitted by Section 9.07(g); provided that such Borrower's Custodian consisting Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Loan Party (other than the Parent); (e) endorsements of overnight extensions of credit from such Custodian negotiable instruments for collection in the ordinary course of business; (cf) Debt under Swap Agreements which are expressly permitted by the terms of Section 9.20; provided (i) such Debt shall not be secured, other than such Debt owing to Secured Swap Providers that are secured under the Loan Documents, (ii) such Debt shall not obligate Parent or any of its Subsidiaries to any margin call requirements, including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Swap Agreements shall be limited to the deferred premium payments for put option contracts which are secured pursuant to Liens arising under the Other Credit Facility; and Loan Documents; provided that, the outstanding amount of such deferred premium payments shall not exceed $10,000,000; (dg) Debt arising in connection with portfolio investments and investment techniques permissible under from the Investment Company Act and honoring by a bank or other applicable lawsfinancial institution of a check, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, draft or other similar portfolio investments instrument drawn against insufficient funds in the ordinary course of business; (h) Debt of the Parent, the Borrower or investment techniquesany other Loan Party incurred in respect of the Term Loan B Facility, except subject to the extent permissible under terms of the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionsCollateral Agency Agreement, (B) enter into reverse repurchase agreements for up to an aggregate principal amount which exceeds 10% not to exceed $285,000,000 plus any increase thereto as a result of any interest owing their under being capitalized and added to the principal amount of such Borrower's Total Assets Debt for a maximum of two quarters’ worth of interest so capitalized at any time, and any Debt that refinances, refunds, replaces or Redeems the Term Loan B Facility in its entirety (Csuch refinancing, refunding, replacement or Redeeming Debt and any such subsequent refinancing, refunding, replacement or Redeeming Debt in respect thereof, the “Refinancing Debt”) borrow money and, in each case, any subsequent Refinancing Debt; provided that: (i) such Debt shall not provide for any amortization of principal or create leverage under any arrangement OTHER THAN scheduled or mandatory prepayments or Redemptions on any date prior to 180 days after the Maturity Date (other than any change of control, casualty or condemnation event prepayments or customary acceleration rights after an event of default); (ii) such Debt shall not mature earlier than 180 days after the Maturity Date; (iii) such Debt (and the documents governing such Debt) shall (A) contain no financial covenant that is more restrictive or onerous with respect to the Loan Parties than the financial covenants in the Term Loan B Facility, and (B) not contain covenants and events of default that are, taken as a whole, more restrictive or onerous with respect to the Loan Parties than those contained in the Term Loan B Facility on the Effective Date; (iv) the documentation governing such Debt shall not contain any restriction on the ability of the Borrower or any Loan Party to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents other than provisions that are no more onerous than those set forth in the Term Loan B Facility or the Collateral Agency Agreement, in each case on the Effective Date; (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian after giving effect to the extent provided incurrence of such Debt and the application of the proceeds thereof, on a pro forma basis, no Event of Default or Borrowing Base Deficiency shall exist; (vi) after giving effect to the incurrence of such Debt, the Borrower is in SECTION 5.07(B)pro forma compliance with the covenants set forth in Section 9.01; (vii) the principal amount of such Debt does not exceed the principal amount of the Debt being refinanced, refunded, replaced or otherwise Redeemed except by an amount equal to reasonable unpaid accrued interest and premiums (including tender premiums) thereon plus underwriting discounts, other reasonable and customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connection with such refinancing or replacement; (viii) the average life to maturity of such Refinancing Debt is greater than or equal to that of the Debt being refinanced; (ix) no Refinancing Debt shall have different obligors, or greater guarantees or security, than the Debt being refinanced; (x) pursuant such Debt does not prohibit the prior repayment of the Loans; and (xi) the Refinancing Debt may be secured by the Collateral, subject to the Other Credit Facility, terms of the Collateral Agency Agreement; (yi) pursuant Debt up to investment techniques an aggregate principal amount not to exceed $25,000,000 at any one time; provided that the extent provided in CLAUSE debt permitted under this Section 9.02(i) may only be incurred after the occurrence of the Zero Exposure Effective Date; and (Aj) preceding, or (z) pursuant Debt not otherwise permitted by the foregoing clauses of this Section 9.02 up to reverse repurchase agreements an aggregate principal amount not to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding exceed $10,000,000 at any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stockone time.

Debt. Without the prior written consent of Required Lenders, such Borrower will not create, assume Create or suffer to exist exist, or permit any of its subsidiaries to create or suffer to exist, any Debt other than: than as described in the Registration Statement and the Prospectus, including any filings with the SEC made by Borrower that are incorporated by reference therein, prior to the date hereof and other Permitted Debt; provided that Borrower shall be permitted to restructure or refinance any Debt described in the Registration Statement and the Prospectus (aprovided that such restructured or refinanced Debt (A) Debt arising is not for a greater principal amount than the existing Debt, (B) does not purport to restrict the repayment of indebtedness under this Agreement and the Notes; Note, and (bC) Debt no Event of Default shall have occurred and be continuing hereunder). “Debt” means (i) indebtedness for borrowed money, (ii) obligations evidenced by bonds, debentures, notes or other similar instruments, (iii) obligations to pay the deferred purchase price of property or services, (iv) obligations as lessee under leases which shall have been or should be, in favor accordance with generally accepted accounting principles, recorded as capital leases, (v) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clause (i) through (iv) above, and (vi) liabilities in respect of unfunded vested benefits under plans covered by Title IV of ERISA. “Permitted Debt” means (i) indebtedness arising hereunder; (ii) current unsecured trade payables and accrued liabilities arising in the ordinary course of Borrower’s business (including, without limitation, obligations under operating leases); (iii) purchase money indebtedness and capital leases incurred in connection with the acquisition of fixed assets in an aggregate amount not exceeding $50,000 at any one time outstanding; (iv) indebtedness of a subsidiary acquired after the date of this Agreement or an entity merged into or consolidated with Borrower or any subsidiary of Borrower after the date of this Agreement and indebtedness assumed in connection with the acquisition of assets, which indebtedness, in each case, exists at the time of such Borrower's Custodian consisting acquisition, merger or consolidation and is not created in contemplation of overnight extensions such event and where such acquisition, merger or consolidation is permitted by this Agreement; (v) indebtedness in respect of credit from such Custodian netting services, overdraft protection and otherwise in connection with deposit accounts or similar accounts incurred in the ordinary course of business; , provided such debt is extinguished within five (c5) Debt pursuant to days of its incurrence; (vi) indebtedness incurred in the Other Credit Facilityordinary course of business in connection with the financing of insurance premiums of Borrower or any of its subsidiaries; (vii) indebtedness arising from agreements of Borrower providing for indemnification, adjustment of purchase price or acquisition price or similar obligations (including earn-outs), in each case, incurred or assumed in connection with the acquisition contemplated on the date hereof; and (dviii) Debt arising other indebtedness of Borrower in connection with portfolio investments and investment techniques permissible under the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% not in excess of such Borrower's Total Assets $50,000 in the aggregate at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stocktime outstanding.

Debt. Without the prior written consent No Loan Party shall, nor shall it permit any of Required Lendersits Subsidiaries to, such Borrower will not directly or indirectly, incur, create, assume assume, or suffer permit to exist any Debt other thanDebt, except: (a) Debt arising under this Agreement and the NotesObligations (other than Hedge Obligations); (b) existing Debt described on Schedule 7.1 (other than intercompany Debt); (c) Purchase Money Debt and Capitalized Lease Obligations not to exceed $5,000,000 incurred in favor any fiscal year; (d) Hedge Obligations existing or arising under Hedging Agreements permitted by Section 7.16; (e) Debt associated with bonds or other surety obligations required by Governmental Authorities in connection with the operation of the businesses of the Loan Parties; (f) unsecured intercompany Debt (i) owed by any Loan Party to another Loan Party, (ii) owed by any Loan Party to a Subsidiary of a Loan Party that is not a Loan Party; provided that such Borrower's Custodian consisting Debt shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent, and (iii) owed by a Subsidiary of overnight extensions a Loan Party that is not a Loan Party to a Loan Party; provided that such Debt is permitted under Section 7.5; (g) Guarantees by any Loan Party of credit from such Custodian Debt of any other Loan Party not otherwise prohibited pursuant to this Section 7.1; (h) endorsements of negotiable instruments for collection in the ordinary course of business;; and (ci) other Debt pursuant not to exceed $5,000,000 in the aggregate at any time outstanding; provided that such Debt is unsecured and, if owing to an Affiliate, is subordinated to the Other Credit Facility; and (d) Debt arising Obligations in connection with portfolio investments and investment techniques permissible under the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except a manner reasonably satisfactory to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, Administrative Agent (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% including that no payments may be made in respect of such Borrower's Total Assets at Affiliate Debt unless the Payment Conditions are satisfied). Notwithstanding the foregoing and for the avoidance of doubt, any time, Debt of the Loan Parties and their Subsidiaries owing to Parent Guarantor and its Subsidiaries (Cother than Loan Parties and their Subsidiaries) borrow money or create leverage under any arrangement OTHER THAN may only be incurred in compliance with clause (vi) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stockabove.

Debt. Without the prior written consent of Required LendersNot, such Borrower will and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt other thanDebt, except: (a) Debt arising Obligations under this Agreement and the Notesother Loan Documents; (b) Debt existing on the Closing Date and set forth on Schedule 7.1; (c) [Reserved]; (d) Subordinated Debt, including without limitation, the convertible notes issued to MAM Aardvark, LLC and Marathon Healthcare Finance Fund, L.P. on March 14, 2022 (collectively, the “Convertible Note”); (e) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d) or Section 7.2(n) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $100,000; (f) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (g) Debt (i) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in favor any case incurred in connection with the acquisition or disposition of such Borrower's Custodian consisting any business, assets or Subsidiary of overnight extensions Borrower otherwise permitted hereunder, (ii) representing deferred compensation to employees of credit any Loan Party, or in respect of worker’s compensation claims, payment obligations in connection with health, disability or other types of social security benefits, #155151395 unemployment or other insurance obligations, in each case incurred in the ordinary course of business, or (iii) representing trade payables incurred with suppliers in the ordinary course of business and customer deposits and advance payments received in the ordinary course of business from such Custodian customers for goods purchased or services rendered in the ordinary course of business; (ch) Debt pursuant with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the Other Credit Facility; and ordinary course of business; (di) Debt arising incurred in connection with portfolio investments and investment techniques permissible under the Investment Company Act surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other applicable laws, rules, types of social security and regulations and consistent otherwise in the ordinary course of business or referred to in Section 7.2(e); (j) Debt or guarantees incurred as a result of endorsing negotiable instruments received in the ordinary course of business; (k) guarantees by any Loan Party of any outstanding Debt of any other Loan Party that is permitted to be incurred under this Section 7.1; (l) Debt in connection with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except corporate credit cards to the extent permissible under it is paid on or prior to the Investment Company Act date which is 30 days after the invoice therefore; (m) unsecured Debt (which for further clarity shall exclude accounts payable and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionsother current liabilities incurred by Loan Parties in the ordinary course of business), (B) enter into reverse repurchase agreements for in addition to the Debt listed above, in an aggregate outstanding amount which exceeds 10% of such Borrower's Total Assets not at any timetime exceeding $100,000; (n) unsecured Debt among the Loan Parties; and (o) extensions, refinancings, modifications, amendments and restatements of any Debt described in clauses (Ca) borrow money or create leverage under any arrangement OTHER THAN through (vn) from Lenders hereunderabove, (w) on an overnight basis from such Borrower's Custodian to provided that the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will principal amount thereof is not issue or have outstanding any preferred stockincreased.

Debt. Without the prior written consent of Required LendersNot, such Borrower will and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt other thanDebt, except: (a) Debt arising Obligations under this Agreement and the Notesother Loan Documents; (b) Debt with respect to outstanding letters of credit, banker’s acceptances or similar instruments posted in favor the ordinary course of business, provided the outstanding principal amount of such Borrower's Custodian consisting Indebtedness shall not exceed $500,000 in the aggregate at any time; (c) Debt in respect of overnight extensions obligations relating to corporate credit cards, purchase cards or bank card products, not to exceed $250,000 in the aggregate at any one time outstanding; (d) Debt of credit the type described in (and which may be unsecured or secured by Liens permitted by) Section 7.2(b), Section 7.2(d) or Section 7.2(e) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (e) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (f) Debt (i) arising from such Custodian customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (ii) representing deferred compensation to employees of any Loan Party or their Subsidiaries incurred in the ordinary course of business, or (iii) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (cg) Debt pursuant with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the Other Credit Facility; and ordinary course of business; (dh) Debt arising incurred in connection with portfolio investments surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and investment techniques permissible other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (i) Debt described on Schedule 7.1 to the Disclosure Letter as of the Closing Date, and any extension or renewal thereof so long (i) as the principal amount thereof is not increased (other than by an amount equal to unpaid interest and premiums thereon, including tender premium, and any underwriting discounts, fees, commissions and expenses associated with such extension, refinancing, renewal or replacement), (ii) as the terms and conditions of such extension, renewal or refinancing are, taken as a whole, not materially less favorable than the original Debt and (iii) as to such extension or renewal, no additional collateral or other additional form of security is granted by Borrower or any Loan Party in connection therewith; (j) intercompany Indebtedness permitted under Section 7.10; (k) Indebtedness constituting obligations in respect of working capital adjustment requirements under the agreements used to consummate the Closing Date Acquisition, a Permitted Acquisition or other Investment Company Act and other applicable lawspermitted under Section 7.10; (l) Permitted Convertible Bond Indebtedness; (m) Guarantees of Debt otherwise permitted under this Section 7.1; (n) Indebtedness owed to any Person in respect of the purchase price for property, rulescasualty, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contractsliability, or other similar portfolio investments insurance to any Loan Party or investment techniquesto any of their Subsidiaries, except or to a premium finance company with respect only to such insurance premiums; and (o) other unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties and their Subsidiaries in the ordinary course of business), in addition to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionsDebt listed above, (B) enter into reverse repurchase agreements for in an aggregate outstanding amount which exceeds 10% of such Borrower's Total Assets not at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stocktime exceeding $250,000.

Debt. Without the prior written consent The Borrower shall not, and shall not permit any of Required Lendersits Restricted Subsidiaries to, such Borrower will not create, assume or assume, suffer to exist exist, or in any manner become or be liable in respect of, any Debt other thanexcept: (a) Debt arising under this Agreement and the NotesObligations; (b) Debt of the Borrower and its Restricted Subsidiaries disclosed in favor the attached Schedule 6.2 and any extensions, contemporaneous rearrangements, modifications, renewal, and refinancings thereof which do not increase the then-outstanding principal amount thereof or the interest rate charged thereon above a market rate of interest or shorten the maturity thereof; (c) Debt (including Capital Leases and purchase money obligations) incurred to finance (concurrently with or within 90 days after) the acquisition, construction or improvement of any fixed or capital assets and any Acquired Debt assumed in connection with Permitted Acquisitions in an aggregate amount under this clause (c) not to exceed $15,000,000; (d) Debt for borrowed money owed by: (i) any Restricted Subsidiary of the Borrower to the Borrower or to any other Credit Party; (ii) the Borrower to any other Credit Party; or (iii) any Restricted Subsidiary of the Borrower that is not a Guarantor to any other Restricted Subsidiary; provided that, in each case, any such Borrower's Custodian consisting Debt over $1,000,000 owed to a Credit Party is evidenced by a promissory note that is pledged and delivered to the Agent; (e) Debt in the form of overnight extensions obligations for the deferred purchase price of property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (f) any guarantee of any other Debt permitted to be incurred hereunder; (g) Debt in respect of letters of credit, bank or completion guarantees, surety, performance, warranty, bid, appeal or other bonds or guarantees and similar instruments, in each case to the extent (x) required by applicable Legal Requirements or any third Person and (y) provided in the ordinary course of business in connection with the operation of the Oil and Gas Properties; (h) Debt incurred to finance insurance premiums; (i) endorsements of negotiable instruments for collection in the ordinary course of business and cash management obligations (including unsecured credit from such Custodian card programs) incurred in the ordinary course of business; (cj) [Reserved.] (k) provided that no Default or Event of Default has occurred and is continuing at the time of incurrence, other Debt in an aggregate principal amount not to exceed $10,000,000 at any time outstanding; and (l) Debt pursuant to evidenced by the Other Credit Facility; and (d) Debt arising Second Lien Note Documents in connection with portfolio investments and investment techniques permissible under the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate outstanding amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian not to exceed the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stockSecond Lien Debt Amount.

Debt. Without the prior written consent No Credit Party shall, nor shall it permit any of Required Lendersits Subsidiaries to, such Borrower will not create, assume or assume, incur, suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than:than the following (collectively, the “Permitted Debt”): (a) Debt arising under this Agreement and the NotesObligations; (b) intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that, if applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (d) purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $2,000,000 at any time; provided no Credit Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; (f) Debt in favor 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 Borrower's Custodian consisting payment obligations arise in connection with the payment by such Banking Services Provider of overnight extensions accounts payable to trade creditors of credit from such Custodian the Credit Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, as presently conducted, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (cg) Debt pursuant to the Other Credit Facility; and (d) Debt arising in connection with portfolio investments and investment techniques permissible under the Investment Company Act and other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stock.Reserved;

Debt. Without Each of the prior written consent of Required Lenders, such Parent and the Borrower will not, and will not permit any of their respective subsidiaries to, incur, create, assume or suffer to exist any Debt other thanDebt, except: (a) Debt arising under this Agreement the Obligations and the Notesany guaranty of or suretyship arrangement in respect thereof; (b) Debt arising under Capital Leases and Debt incurred in favor connection with purchase money indebtedness (i) existing as of the Effective Date and reflected on Schedule 9.02(b) and (ii) otherwise not to exceed $10,000,000 in the aggregate at any one time outstanding; (c) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements, in each case, incurred in the ordinary course of business in connection with the operation of the Oil and Gas Properties; (d) unsecured intercompany Debt between or among Loan Parties (other than the Parent) to the extent permitted by Section 9.07(g); provided that such Borrower's Custodian consisting Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Loan Party (other than the Parent); (e) endorsements of overnight extensions of credit from such Custodian negotiable instruments for collection in the ordinary course of business; (cf) Debt under Swap Agreements which are expressly permitted by the terms of Section 9.20; provided (i) such Debt shall not be secured, other than such Debt owing to Secured Swap Providers that are secured under the Loan Documents, (ii) such Debt shall not obligate Parent or any of its Subsidiaries to any margin call requirements, including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Swap Agreements shall be limited to the deferred premium payments for put option contracts which are secured pursuant to Liens arising under the Other Credit Facility; and Loan Documents; provided that, the outstanding amount of such deferred premium payments shall not exceed $10,000,000; (dg) Debt arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in connection with portfolio investments and investment techniques permissible under the Investment Company Act and ordinary course of business; (h) Debt of the Parent, the Borrower or any other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower Loan Party either (A) enter into or utilize swapsincurred in respect of the (i) First-Out Revolving Loans up to an aggregate principal amount not to exceed $65,000,000 and (ii) the First-Out Term Loan A Loans up to an aggregate principal amount not to exceed $65,000,000, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except in each case subject to the extent permissible under terms of the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionsCollateral Agency Agreement, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, incurred when no Debt is outstanding pursuant to clause (A) above or (C) borrow money incurred to refinance, refund, replace or create leverage Redeem the Debt outstanding under clause (A) or (B) above, as applicable; provided that: (i) such Debt is a revolving credit facility with commercial banks on customary terms and conditions therefor (as determined in good faith by a Responsible Officer of the Borrower), including a conforming borrowing base, (ii) the documentation governing such Debt shall not contain any arrangement OTHER THAN restriction on the ability of the Borrower or any Loan Party to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents other than provisions that are no more onerous than those set forth in the First-Out Facility or the Collateral Agency Agreement, in each case on the Effective Date, (iii) after giving effect to the incurrence of such Debt and the application of the proceeds thereof, on a pro forma basis, no Event of Default shall exist, (iv) after giving effect to the incurrence of such Debt, the Borrower is in pro forma compliance with the covenant set forth in Section 9.01, (v) from Lenders hereunder, (w) on an overnight basis from the principal amount of such Borrower's Custodian to the extent provided in SECTION 5.07(B), Debt does not exceed (x) if such Debt is incurred pursuant to the Other Credit Facilityclause (B) above, $25,000,000 and (y) if such Debt is incurred pursuant to investment techniques clause (C) above, the principal amount of the Debt being refinanced, refunded, replaced or otherwise Redeemed except by an amount equal to reasonable unpaid accrued interest and premiums (including tender premiums) thereon plus underwriting discounts, other reasonable and customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connection with such refinancing or replacement, (vi) no such Debt shall have different obligors, or greater guarantees or security, than the Debt being refinanced, and (vii) such Debt may be secured by the Collateral, subject to the extent provided in CLAUSE terms of the Collateral Agency Agreement; and (Ai) preceding, Debt not otherwise permitted by the foregoing clauses of this Section 9.02 up to an aggregate principal or (z) pursuant face amount not to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding exceed $10,000,000 at any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stockone time.

Debt. Without the prior written consent No Credit Party shall, nor shall it permit any of Required Lendersits Subsidiaries to, such Borrower will not create, assume or assume, incur, suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than:than the following (collectively, the “Permitted Debt”): (a) Debt arising under this Agreement and the NotesObligations; (b) intercompany Debt owed by any Credit Party to any other Credit Party; provided that, if applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt in favor the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which, in each case, is incurred in the ordinary course of business, as presently conducted and is not more than 90 days past due unless contested in good faith by appropriate proceedings and adequate reserves for such Borrower's Custodian consisting items have been made in accordance with GAAP regardless of overnight extensions whether such reserves are required thereunder; (d) purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $500,000 at any time; provided no Credit Party may enter into additional indebtedness of credit the type described in this clause (d) if a Default is continuing or incurring the additional indebtedness could reasonably be expected to cause a Default; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from such Custodian the endorsement of instruments for collection in the ordinary course of business; (cg) unsecured Funded Debt pursuant to not otherwise permitted under the Other Credit Facilitypreceding provisions of this Section 6.1; and provided that, the aggregate principal amount thereof shall not exceed $500,000 at any time; (dh) Debt arising from the financing of insurance premiums of any Credit Party, so long as (i) such Debt shall not be in connection with portfolio investments and investment techniques permissible under excess of the Investment Company Act and other applicable laws, rulesamount of the unpaid cost of, and regulations shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) any unpaid amount of such Debt is fully cancelled upon termination of the underlying insurance policy, and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions(iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (h) shall not exceed $1,000,000; PROVIDED that in no event shall such Borrower and (Ai) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except unsecured Debt to the extent permissible under such unsecured Debt would be an Investment permitted by Section 6.3; (j) guarantees of primary obligations of any other Person; provided that the Investment Company Act primary obligations so guaranteed are permitted by this Agreement; and (k) Debt in respect of performance bonds, bid bonds, appeal bonds, surety bonds and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionssimilar obligations, (B) enter into reverse repurchase agreements for in each case provided in the ordinary course of business obligations in an aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian not to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stockexceed $100,000.

Debt. Without the prior written consent of Required LendersThe Parent will not, such Borrower and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt other thanDebt, except: (a) Debt the Loans or other Indebtedness arising under this Agreement and the Notes;Loan Documents or any guaranty of or suretyship arrangement for the Loans or other Indebtedness arising under the Loan Documents. (b) Debt of the Loan Parties and their Restricted Subsidiaries existing on the date hereof that is reflected in favor the Financial Statements and set forth on Schedule 9.02, including without limitation the Existing Convertible Notes and any Permitted Refinancing Debt in respect thereof. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt of any Loan Party incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including obligations under Capital Leases and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such asset prior to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that (i) such Debt is incurred prior to or within 90 days after such acquisition or the completion of such Borrower's Custodian consisting construction or improvement and (ii) the aggregate principal amount of overnight extensions Indebtedness permitted by this clause (d) shall not exceed $10,000,000. (e) Debt in respect of credit from (i) letters of credit, bank or completion guarantees, surety, performance, warranty, bid, appeal or other bonds or guarantees and similar instruments, in each case to the extent (x) required by Governmental Requirements or any third Person and (y) provided in the ordinary course of business in connection with the operation of the Oil and Gas Properties; and (ii) the P&A Escrow Agreement. (f) Debt (i) between the Borrower and the Parent; (ii) between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that (1) such Custodian Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Loan Party, and (2) any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement and (iii) of Loan Parties permitted by Section 9.05. (g) endorsements of negotiable instruments for collection in the ordinary course of business;. (ch) Debt pursuant (other than for borrowed money) incurred in the ordinary course of business in connection with Hydrocarbon transportation, Hydrocarbon purchasing or other similar arrangements, provided that such arrangements are disclosed to the Other Credit FacilityAdministrative Agent. (i) Debt incurred in connection with vendor financing provided by Midland Pipe Corporation and its affiliates not to exceed $15,000,000 in the aggregate at any one time outstanding. (i) Debt under the Bridge Loans and any Exchange Notes and any guarantees thereof by the Borrower or a Guarantor the aggregate principal amount of which Debt does not exceed $800,000,000 on such terms approved by the Arrangers; (ii) Debt under the Senior Notes the aggregate principal amount of which Debt does not exceed $500,000,000, provided that (1) the net cash proceeds of such Senior Notes are used to prepay in part the Bridge Loans or the Exchange Notes, (2) such Debt does not have any scheduled amortization prior to one year after the Maturity Date and (3) such Debt does not mature sooner than one year after the Maturity Date; and (diii) any renewals, extensions, refundings or refinancings of Debt described in clauses (i) and (ii) above, provided that (x) the amount of such Debt is not increased except by an amount necessary to pay interest and premium on the Debt in clauses (i) and (ii) being refinanced and any fees and expenses, including premiums relating to such renewals, extensions, refundings or refinancings and (y) the maturity of principal of such Debt is not shortened unless to a maturity occurring no earlier than one year after the Maturity Date. (k) if no Bridge Loan or Exchange Notes are then outstanding and the Parent has issued Equity Interests (other than Disqualified Capital Stock and Equity Interests from conversion of the Existing Convertible Notes) generating gross cash proceeds of not less than $300,000,000, the Parent may incur additional Debt so long as at the time of incurrence of such Debt and after giving pro forma effect thereto, the Parent would be compliant with Section 9.01(a) and with each instrument governing the Senior Notes. (l) Debt arising incurred to finance insurance premiums. (m) Debt in connection with portfolio investments and investment techniques permissible under trade payables owed to FM Services, Inc. arising in the Investment Company Act and ordinary course of business. (n) other applicable laws, rules, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that Debt not to exceed $10,000,000 in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% of such Borrower's Total Assets at any time, (C) borrow money or create leverage under any arrangement OTHER THAN (v) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B), (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stockone time outstanding.

Debt. Without The Borrower shall not, and shall not permit the prior written consent Parent, any of Required Lendersthe other Restricted Subsidiaries or any of the FaciliCom Unrestricted Subsidiaries to, such Borrower will not create, assume incur, assume, become or be liable in any manner in respect of or suffer to exist exist, any Debt other than: Debt, except (a) Debt arising under this Agreement and the Notes; Loan Papers, (b) Debt under the Subordinated Notes and other Debt in favor of such Borrower's Custodian consisting of overnight existence on the date hereof as shown on Schedule 5.08 hereto, and renewals, extensions of credit from such Custodian (but not increases) and refinancings thereof on terms substantially similar thereto and on terms no more restrictive, (c) trade payables incurred and paid in the ordinary course of business; (c) Debt pursuant to the Other Credit Facility; and , (d) Debt arising in connection with portfolio investments between the Borrower and investment techniques permissible under the Investment Company Act and other applicable laws, rulesits Restricted Subsidiaries, and regulations (e) so long as there exists no Default or Event of Default in existence at the time incurred and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that in no event shall such Borrower (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except to the extent permissible under the Investment Company Act and consistent with such Borrower's investment objectives and fundamental and operating investment restrictionsnone is caused thereby, (Bi) enter into reverse repurchase agreements for an $100,000,000 in Debt constituting Capital Leases outstanding in the aggregate amount which exceeds 10% of such Borrower's Total Assets at any one time, (Cii) borrow money or create leverage unsecured subordinated Debt of the Borrower on terms and conditions acceptable to the Administrative Agent and each Lender, subordinated to the Facility pursuant to the subordination language set forth on Schedule 7.02 hereto and not in excess of $25,000,000 at any one time outstanding, (iii) with respect to the Borrower Debt of the Borrower under any arrangement OTHER THAN Interest Hedge Agreements, (iv) Debt For Borrowed Money not in excess of $5,000,000 secured by a Lien on the Provo, Utah property, (v) from Lenders hereunderno more than $25,000,000 in recourse third- party financing and factoring arrangements outstanding at any one time, (wvi) on an overnight basis from such Borrower's Custodian to the extent provided in SECTION 5.07(B)accrued but unpaid Earn-Out Liabilities, (xvii) Debt under the FaciliCom Notes and (viii) Debt under the Exchange Indenture issued in exchange for the FaciliCom Notes pursuant to the Other Credit Facility, (y) pursuant an offer to investment techniques exchange on terms and conditions acceptable to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding any "SENIOR SECURITY" (as defined in the Investment Company Act), except that such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stockAdministrative Agent.

Debt. Without the prior written consent Borrower shall not, and shall not permit any of Required Lendersits Subsidiaries to, such Borrower will not create, assume create or suffer to exist any Debt Debt, other than: (ai) Debt arising under this Agreement and owed to the NotesLender; (bii) Capital Leases and Debt incurred to finance the acquisition, construction or improvement of any equipment or capital assets; (iii) obligations (contingent or otherwise) existing or arising under any Hedge Agreement, provided that if such obligations are not with the Lender or any of its Affiliates, (x) such obligations are (or were) entered into by such Loan Party in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and (y) such Hedge Agreement does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (iv) to the extent constituting Debt, investments permitted under Section 6.02(e), including intercompany Debt of the Borrower and the Subsidiaries to the extent permitted by Section 6.02(e); provided that any such Debt that is owed by a Loan Party to a Subsidiary that is not a Loan Party is subordinated to the Obligations on the terms satisfactory to the Lender; (v) Cash Management Obligations, provided that if such Cash Management Obligations are not with the Lender or any of its Affiliates, to the extent incurred in the ordinary course of business in a manner not prohibited by this Agreement; (vi) Debt existing on the Closing Date and set forth on Schedule 6.02(b) to the Disclosure Letter, together with any Permitted Refinancing; (vii) Debt assumed in favor connection with a Permitted Acquisition, so long as such Debt (A) does not exceed $10,000,000 in the aggregate at any time outstanding and (B) was not incurred in contemplation of such Borrower's Custodian consisting of overnight extensions of credit from such Custodian Permitted Acquisition; (viii) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; (cix) Guaranties with respect to Debt permitted by this Section; (x) Debt pursuant to the Other Credit Facility; in respect of letters of credit or bankers’ acceptances supporting facility leases in an aggregate principal or face amount not exceeding $5,000,000 at any time; (xi) Debt secured by Liens permitted by Sections 6.02(a)(iii), (iv), (vii), (viii), (x), (xi), and (dxiii); (xii) Debt of the Borrower or any of its Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by the Borrower or such Subsidiary in the ordinary course of business against insufficient funds; (xiii) Debt in the form of earn-outs in respect of any Permitted Acquisition or any other investments permitted by Section 6.02(e) and Debt which may be deemed to exist in connection with portfolio investments agreements providing for indemnification, purchase price adjustments and investment techniques permissible under similar obligations or guarantees, in each case incurred or assumed in connection with the Investment Company Act and other applicable lawsacquisition or disposition of any assets permitted by this Agreement; (xiv) Debt owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company in the ordinary course of business; (xv) unsecured Debt, rulesincluding Convertible Debt Securities of the Borrower, and regulations and consistent with such Borrower's investment objectives and fundamental and operating investment restrictions; PROVIDED that not otherwise permitted pursuant to this Section, provided that, in no event shall such Borrower each case, (A) enter into or utilize swaps, caps, options, futures contracts, options on futures contracts, or other similar portfolio investments or investment techniques, except immediately after giving effect to the extent permissible under incurrence of such Debt, the Investment Company Act and consistent Borrower shall be in compliance with such Borrower's investment objectives and fundamental and operating investment restrictionsthe financial covenants set forth in Section 6.03, on a pro forma basis, (B) enter into reverse repurchase agreements for an aggregate amount which exceeds 10% the final maturity of such Borrower's Total Assets at any timeDebt shall not be prior to the date that is one-hundred eighty (180) days after the Maturity Date, (C) borrow money such Debt will not have mandatory prepayment, amortization, redemption, sinking fund or create leverage under similar prepayments (other than asset sale, casualty, condemnation, nationalization or extraordinary receipts events, change of control, fundamental change, make-whole fundamental change or similar event risk provisions providing for mandatory offers to repurchase customary for debt securities, and, for the avoidance of doubt, any arrangement OTHER THAN (vNet Share Settlement provisions) from Lenders hereunder, (w) on an overnight basis from such Borrower's Custodian prior to the extent provided in SECTION 5.07(B)date that is one-hundred eighty (180) days after the Maturity Date at the time of the issuance of such Debt, (x) pursuant to the Other Credit Facility, (y) pursuant to investment techniques to the extent provided in CLAUSE (A) preceding, or (z) pursuant to reverse repurchase agreements to the extent provided in CLAUSE (B) preceding, or (D) issue or be or remain liable for or have outstanding such Debt is not guaranteed by any "SENIOR SECURITY" Subsidiary that has not guaranteed the Obligations, (E) the covenants, events of default and other terms of such Debt, taken as a whole, are not more restrictive on Borrower and its Subsidiaries than the terms of the Loan Documents, taken as a whole (as defined determined in good faith by Xxxxxxxx, it being understood that (1) customary repurchase or redemption obligations described in the Investment Company Actparenthetical to clause (C) above and (2) customary additional interest provisions for failure to file required reports or additional interest in lieu of customary events of default, in each case shall not be more restrictive), except that and (F) no Event of Default shall have occurred and be continuing or result from the incurrence of such Borrower may borrow from Lenders pursuant to this Agreement. Such Borrower will not issue or have outstanding any preferred stock.Debt;