Common use of Debt Clause in Contracts

Debt. The Borrower will not, nor will it permit any Subsidiary of the Borrower to, incur, create, assume or permit to exist any Debt, except: (a) Debt to the Lenders pursuant to the Loan Documents; (b) Debt described on Schedule 9.9 to the Disclosure Letter and any extensions, renewals or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing; (c) Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstanding.

Debt. The Borrower will not, nor will it permit any Subsidiary of the Borrower to, incur, create, assume or permit to exist any Debt, except: (a) Each Pipeline Company Borrower shall not incur or become liable for any Debt (other than loans from a FERC-Regulated Restricted Subsidiary that are subordinated to the Lenders Obligations pursuant to Acceptable Subordination Provisions and the proceeds of which are used to make a Qualified Investment) or any liability under Guaranties if, immediately after giving effect to such Debt or liability under such Guaranties and the receipt and application of any proceeds thereof (or of any Debt so guaranteed) or value received in connection therewith, (i) the ratio of Debt (excluding loans from a FERC-Regulated Restricted Subsidiary that are subordinated to the Obligations pursuant to Acceptable Subordination Provisions and the proceeds of which are used to make a Qualified Investment or fund working capital) and liabilities under Guaranties, without duplication, of the applicable Pipeline Company Borrower and its consolidated Subsidiaries to Consolidated EBITDA of such Pipeline Company Borrower and its consolidated Subsidiaries, in each case on a consolidated basis for the applicable Pipeline Company Borrower and its consolidated Subsidiaries, for the then most recently completed four quarter period for which financial statements have been delivered as required by Section 5.08 would exceed 5 to 1, or (ii) the proceeds of any such Debt (or of the underlying Debt guaranteed by any such Guaranty) would be used for any purpose other than (A) the funding of working capital of the applicable Pipeline Company Borrower, (B) the successive refinancing of Debt incurred to fund working capital, (C) the making of Qualified Investments or (D) the refinancing or replacement of Debt as provided in Section 6.07; provided, however, that, for purposes of clause (ii) above, CIG, WIC or any combination thereof shall be permitted to incur up to $400,000,000 of Debt pursuant to the Loan Documents;CIG/WIC Transaction; and provided, further, that CIG may refinance Debt owed to the Company that was incurred in connection with the CIG/WIC Transaction. (b) Each Restricted Subsidiary (other than the Pipeline Company Borrowers) shall not incur or be or become liable for any Debt described on Schedule 9.9 to the Disclosure Letter and any extensions, renewals or refinancings of such existing Debt (excluding loans from a FERC-Regulated Restricted Subsidiary so long as (x) the proceeds of any such loans are used to make Qualified Investments and (y) any obligations of any Guarantor under such loans are subordinated to the obligations of such Guarantor under the Subsidiary Guarantee Agreement pursuant to Acceptable Subordination Provisions) or any liability under Guaranties other than (i) any Debt owing by, or liability under Guaranties of, such Restricted Subsidiary to another Restricted Subsidiary, or to the principal amount Company or an Exempted Guarantor in respect of reimbursement of amounts paid for the account of, or attributable to, such Debt after such renewal, extension or refinancing shall not exceed Restricted Subsidiary to the principal amount extent that the obligation the payment of such Debt which was outstanding immediately prior gave rise to such renewalreimbursement obligation does not constitute Debt, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing or liability under Guaranties of such Debt, if any, prior to such renewal, extension or refinancing; (c) Debt Restricted Subsidiary existing as of a Subsidiary Guarantor owed to the Borrower or another Subsidiary GuarantorEffective Date; provided that each such Restricted Subsidiary shall be permitted to successively refinance, extend or renew such Debt must according to its terms be fully subordinate and liabilities under Guaranties, or replace, in all respects to whole or in part, any of the foregoing at any time and from time to time with new Debt and/or liabilities under Guaranties, so long as, after giving effect thereto, the sum of the aggregate principal amount of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent new Debt and the Lenders pursuant aggregate principal amount of Debt guaranteed under such new Guaranties outstanding from time to any Loan Document; (d) Guarantees and other Debt incurred in the ordinary course of business time does not exceed $100,000,000 with respect to surety and appeal bondsthe Restricted Subsidiaries, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (eiii) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued pursuant to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes Loan Documents and (iiiv) that each counterparty up to such Hedge Agreement shall be a Lender ($400,000,000 of Debt incurred by CIG, WIC or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement both of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition them pursuant to the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandingCIG/WIC Transaction.

Debt. The Parent and the Borrower will not, nor and will it not permit any Consolidated Subsidiary of the Borrower to, create, incur, create, assume or permit to exist any Debt, except: (ai) Debt to the Lenders pursuant to created under the Loan Documents; (ii) Debt in respect of the Senior Notes, the New Senior Notes (Issued 2010) and the New Senior Notes (Issued 2011) in an aggregate principal amount of all such Debt not exceeding $440,000,000 at any time outstanding; provided that the net cash proceeds of the New Senior Notes (Issued 2010) shall be applied to redeem the Senior Notes until redeemed in full (it being understood that to the extent New Senior Notes (Issued 2010) are issued prior to the date that the Senior Notes may be redeemed pursuant to their terms and any redemption notice delivered with respect thereto, the Senior Notes may remain outstanding until the first date that they are permitted to be so redeemed); (iii) Debt under the Term Loan Documents in an aggregate principal amount not to exceed (a) $135,000,000 in respect of term loans and (b) €40,000,000 in respect of the Revolving Facility (as defined in the Term Loan/Euro RCF Agreement); (iv) (a) Debt described on Schedule 9.9 among the Loan Parties, (b) subject to Section 11.5, Debt owed by a Loan Party to another member of the Group that is not a Loan Party, (c) Debt among the Foreign Consolidated Subsidiaries (other than Loan Parties), (d) Debt owed by the Foreign Consolidated Subsidiaries of the Borrower to the Disclosure Letter Loan Parties and any extensions, renewals or refinancings of such existing Debt so long as (ie) the LuxFinCo-U.S. Holdings Note, provided in the case of Debt owed by the Foreign Consolidated Subsidiaries of the Borrower to the Loan Parties incurred after the Closing Date, the aggregate principal amount of such Debt after such renewal, extension or refinancing outstanding shall not exceed $25,000,000 at any one time when aggregated with the Investments made by the Loan Parties in the Equity Interests of Foreign Consolidated Subsidiaries of the Borrower as permitted under Section 11.5(b); provided further (i) all such Debt shall be evidenced by promissory notes and, except with respect to any Debt owing to any Foreign Consolidated Subsidiary, all such notes shall, subject to the Intercreditor Agreement, be subject to the Security Interest of the Agent, and (ii) except with respect to any intercompany Debt among Foreign Consolidated Subsidiaries (other than Loan Parties), all such Debt shall be unsecured and subordinated in right of payment to the payment in full of the Debt pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to Agent; (v) Guarantees by the Borrower of Debt of any Consolidated Subsidiary of the Borrower and by any Consolidated Subsidiary of Debt of the Borrower or any other Consolidated Subsidiary of the Borrower, provided that Guarantees by the Borrower or any Subsidiary Loan Party of the Borrower of Debt of any Consolidated Subsidiary that is not a Loan Party shall be subject to Section 11.5; (vi) Debt in respect of Hedging Agreements; (vii) Debt incurred by the Borrower or any Consolidated Subsidiary of the Borrower constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims or self-insurance; (viii) Debt outstanding on the date hereof and listed on Annex VI and any refinancings, refundings, renewals, extensions or replacements thereof (without shortening the maturity of, or increasing the principal amount thereof (except to the extent of fees, premiums and interest on such Debt and payable in connection with such refinancings, refundings, renewals, extensions or replacements thereof)); (ix) Debt of a Consolidated Subsidiary acquired pursuant to a Permitted Acquisition (or Debt assumed by the Parent or any Wholly-Owned Subsidiary of the Parent pursuant to a Permitted Acquisition as a result of a merger or consolidation or the acquisition of an asset securing such Debt), so long as (A) such Debt was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, (B) other than in the case of such Debt of the Permitted Acquisition of the target referred to as “Drummet”, the aggregate principal amount of all such Debt shall not exceed $20,000,000 at any one time outstanding and (C) in the case of such Debt of the Permitted Acquisition of the target referred to as “Drumet”, the aggregate principal amount of such Debt which was outstanding immediately prior shall not exceed $107,000,000 Polish zlotys at any one time outstanding; (x) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within five (5) Business Days of its incurrence; (xi) without duplication, Debt permitted as Investments pursuant to Section 11.5; (xii) Debt with respect to workmen’s compensation claims, self-insurance, performance bonds, surety bonds, appeal bonds or other similar bonds required in the ordinary course of business that do not result in a Default or an Event of Default; (xiii) Debt of the Borrower or any Consolidated Subsidiary of the Borrower consisting of take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (xiv) additional Debt (whether or not secured, including without limitation, Capital Lease Obligations, mortgage financings or purchase money obligations) and any refinancings, refundings, renewals, extensions or replacements thereof (without shortening the maturity of, or increasing the principal amount thereof (except to the extent of fees, premiums and interest on such renewalDebt and payable in connection with such refinancings, extension refundings, renewals, extensions or refinancing and (ii) replacements thereof)); provided that the aggregate principal amount of all such Debt shall not be secured by exceed $25,000,000 for all such Debt at any assets other than assets securing such time outstanding; (xv) Debt, if any, prior to such renewalarising from agreements of the Borrower and the Consolidated Subsidiaries providing for indemnification, extension adjustment of purchase price or refinancingsimilar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Consolidated Subsidiary otherwise permitted under this Agreement; (cxvi) Debt, if any, arising from the contingent payment in respect of the Merger pursuant to Section 2.10 of the Merger Agreement; (a) Debt of a any Acquired Loan Party or any Foreign Consolidated Subsidiary Guarantor owed to of the Borrower (whether or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any not secured), consisting of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt local lines of credit incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of such Acquired Loan Party or Foreign Consolidated Subsidiary of the type described Borrower and not guaranteed by Parent, the Borrower or any Loan Party (other than any Acquired Loan Party) and any refinancings, refundings, renewals, extensions or replacements thereof (without shortening the maturity of, or increasing the principal amount thereof (except to the extent of fees, premiums and interest on such Debt and payable in Section 11.2(fconnection with such refinancings, refundings, renewals, extensions or replacements thereof)); provided that the aggregate principal amount of all such Debt shall not exceed the United States dollar equivalent of $40,000,000 at any time outstanding and (b) the Fortis Line of Credit and any refinancings, refundings, renewals, extensions or replacements thereof; provided that the aggregate principal amount of all such Debt under this clause (b) shall not exceed the United States dollar equivalent of $10,000,000 at any time outstanding; (xviii) The Luxembourg Equity Arrangements to the extent constituting Debt; (xix) Permitted Additional Indebtedness in an aggregate principal amount of all such Debt not exceeding $200,000,000 at any time outstanding, and any refinancings, refundings, renewals, extensions or replacements thereof (without shortening the maturity of, or increasing the principal amount thereof (except to the extent of fees, premiums and interest on such Debt and payable in connection with such refinancings, refundings, renewals, extensions or replacements thereof)); (exx) Debt incurred by the Parent or any of its Consolidated Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations (including, Debt consisting of the Borrower deferred purchase price of property acquired in a Permitted Acquisition), or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Parent or any such Consolidated Subsidiary pursuant to such agreements, in connection with Permitted Acquisitions; and (xxi) Refinancing Indebtedness to the extent that 100% of the Borrower constituting purchase money Debt cash proceeds therefrom (net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses) are, substantially concurrently with the receipt thereof, applied solely to the prepayment of Term Loans or Incremental Loans (as defined in the Term Loan/Euro RCF Agreement) being so refinanced in full in accordance with of the Term Loan/Euro RCF Agreement on a dollar-for-dollar basis (including Capital Lease Obligationsall accrued interest, fees and premiums (if any)); provided that (A) Parent and secured by purchase money Liens permitted by its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 11.2(g), 11.12 as of the last day of the most recently ended fiscal quarter after giving effect to the incurrence of such Debt, (B) before and after giving effect to the incurrence of any Refinancing Indebtedness, each of the conditions set forth in Section 4.03 of the aggregateTerm Loan/Euro RCF Agreement shall be satisfied, not and (C) the Borrower shall deliver to exceed Agent at any time an amount equal least five Business Days prior to fifteen percent the incurrence of such Refinancing Indebtedness (15.0%i) a certificate of a Financial Officer, together with all relevant financial information reasonably requested by Agent, demonstrating compliance with clauses (A) and (B) of the Borrower’s Tangible Net Worth; this clause (f) Debt of the Borrower or any Subsidiary of provided that such certificate shall be conclusive evidence that such terms and conditions satisfy such requirements unless Agent provides notice to the Borrower of the type described in clause (lits objection during such five Business Day period) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course case of business Permitted First Priority Refinancing Debt, any customary legal opinions and/or reaffirmation agreements reasonably requested by Agent. In the event that any item of Debt meets more than one of the categories set forth above, the Borrower or a Subsidiary in its sole discretion may classify such item of Debt and only be required to include the Borrower; (k) Debt consisting of commercial letters of credit amount and reimbursement obligations therefor (and Guarantees type of such reimbursement obligations by Subsidiaries Debt in one or more of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt described in the foregoing clauses (a) through (k)such clauses, Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandingits election.

Debt. The Borrower will notNot, nor will it and not suffer or permit any other Loan Party Subsidiary of the Borrower to, create, incur, create, assume or permit suffer to exist any Debt, except: (a) Debt to Obligations under this Agreement and the Lenders pursuant to the other Loan Documents; (b) Debt described on Schedule 9.9 to the Disclosure Letter secured by Liens permitted by Section 7.2(d), and any extensions, renewals or and refinancings of such existing Debt so long as (i) thereof; provided that the aggregate principal amount of all such Debt after such renewal, extension or refinancing at any time outstanding shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing$1,000,000; (c) Debt of a Borrower to any Wholly-Owned Domestic Subsidiary Guarantor owed of Borrower or Debt of any Wholly-Owned Domestic Subsidiary of Borrower to the Borrower or another Wholly-Owned Domestic Subsidiary Guarantorof Borrower; provided that all such Debt must according shall be evidenced by a demand note in form and substance reasonably satisfactory to its terms be fully subordinate in all respects Agent and pledged and (subject to any contrary provision of such Subsidiary Guarantor’s indebtedness, liabilities or obligations the Intercreditor Agreement) delivered to Agent pursuant to the Agent Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the Lenders pursuant obligations under such demand note shall be subordinated to any Loan Documentthe Obligations hereunder in a manner reasonably satisfactory to Agent; (d) Guarantees and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those described on Schedule 7.1 as of the type described in Section 11.2(f)Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) Senior Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens its Subsidiaries in an aggregate principal amount not exceeding that permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth;Intercreditor Agreement. (f) Debt Contingent Obligations arising with respect to customary indemnification obligations in favor of the Borrower or any Subsidiary of the Borrower of the type described purchasers in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worthconnection with dispositions permitted under Section 7.5; (g) Debt constituting obligations arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any the relevant Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiaryits incurrence; (h) Debt secured by incurred in connection with the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting financing of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred insurance premiums in the ordinary course of business; and; (li) In addition to guaranties by Borrower of the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) any Wholly-Owned Domestic Subsidiary of Borrower or guaranties by any Subsidiary thereof of the Borrower’s Tangible Net Worth Debt of Borrower in aggregate principal amount at any time outstanding.each case so long as such Debt is permitted under this Section 7.1;

Debt. The Borrower will shall not, nor will it permit any Subsidiary of the Borrower to, incureither directly or indirectly, create, assume assume, incur or permit to exist have outstanding any DebtDebt (including purchase money indebtedness), or become liable, whether as endorser, guarantor, surety or otherwise, for any debt or obligation of any other Person, except: (a) Debt to the Lenders pursuant to Obligations under this Agreement and the other Loan Documents; (b) Debt described on Schedule 9.9 to obligations of the Disclosure Letter and any extensionsBorrower for Taxes, renewals assessments, municipal or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancinggovernmental charges; (c) Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase for accounts payable, other than for money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g)borrowed, such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and; (ld) In Debt of the Borrower to any domestic Wholly-Owned Subsidiary not to exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00) in the aggregate, or Debt of any domestic Wholly-Owned Subsidiary to the Borrower or another domestic Wholly-Owned Subsidiary not to exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00) in the aggregate; provided that such Debt shall be evidenced by a note in form and substance reasonably satisfactory to the Bank and pledged and delivered to the Bank pursuant to the Loan Documents as additional collateral security for the Obligations, and the obligations under such note shall be Subordinated Debt; (e) Hedging Obligations incurred in favor of the Bank, an Affiliate thereof or a Person for bona fide hedging purposes and not for speculation; (f) Capitalized Lease Obligations, provided that the aggregate amount of all such Debt outstanding at any time shall not exceed Fifty Thousand and 00/100 Dollars ($50,000.00) in the aggregate; (g) Debt for Capital Expenditures incurred after the date of this Agreement not to exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00) during the term of this Agreement; (h) Debt described on Schedule 9.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (i) other unsecured subordinated Debt, in addition to the Debt described listed above, in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in an aggregate principal amount outstanding at any time outstandingnot to exceed Fifty Thousand and 00/100 Dollars ($50,000.00). (j) any Debt of the Borrower to the Guarantor or US BioEnergy Corporation so long as such Debt is subordinate to this Loan, is unsecured and not in excess of Two Million and 00/100 Dollars ($2,000,000) and is subject to the execution and delivery of a subordination agreement signed by Guarantor and/or U.S. Bio Energy Corporation in a mutually agreeable form similar to the agreement attached as Schedule 9.1(j).

Debt. The Borrower and the Operating Subsidiaries will not, nor and will it not permit any Subsidiary of the Borrower to, incur, create, assume or permit to exist any Debt, except: (a) Debt to the Lenders pursuant to the Loan Documents; (b) intercompany Debt described on Schedule 9.9 to between or among the Disclosure Letter Borrower and any extensions, renewals of its Operating Subsidiaries or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing; (c) Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt Wholly-Owned Subsidiaries incurred in the ordinary course of business with respect to surety and appeal bonds(including, performance and returnwithout limitation, Debt owed by the Operating Subsidiaries or Wholly-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt Owned Subsidiaries of the Borrower to the Borrower in connection with loans of proceeds of the Loans made by the Borrower to such Subsidiaries, the proceeds of which loans are used for the purposes permitted by Section 2.10), subject to the following requirements: any and all of the Debt permitted pursuant to this Section 9.1(b) shall be unsecured, shall be evidenced by instruments satisfactory to the Administrative Agent which will be pledged to the Administrative Agent for the benefit of the Administrative Agent and the Lenders and, if payable by the Borrower, shall be subordinated to the Obligations pursuant to a subordination agreement in form and substance satisfactory to the Administrative Agent, provided, however, that temporary advances made from time to time in the ordinary course of business not to exceed $100,000 in aggregate principal amount at any time owing by any Operating Subsidiary or any Wholly-Owned Subsidiary of the Borrower constituting to the Borrower shall not be required to be so evidenced, pledged or subordinated; (c) unsecured Debt under the Interest Rate Protection Agreements required to be maintained by Section 8.12, provided, however, that Debt thereunder may be secured if such Debt constitutes a part of the Obligations; (i) existing 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) and secured by purchase money Liens, which Debt and Liens are permitted by under and meet all of the requirements of clause (g) of the definition of Permitted Liens contained in Section 11.2(g)1.1, such and (iii) additional unsecured Debt; provided, however, that the aggregate principal amount of the Debt referred to in the aggregate, this Section 9.1(d) shall not to exceed $15,000,000 in aggregate amount at any time an amount equal to fifteen percent outstanding; (15.0%e) liabilities of the Borrower’s Tangible Net Worth;Borrower in respect of unfunded vested benefits under any Plan if and to the extent that the existence of such liabilities will not constitute, cause or result in a Default; and (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued and its Subsidiaries to the Borrower or any such Subsidiary; Trustee and the Noteholders under (hand evidenced and governed by) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, Subordinated Guarantees; provided, (i) however, that such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and debt may not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor initially incurred (and Guarantees of such reimbursement obligations by Subsidiaries of the BorrowerHoldings Senior Notes may not be issued) incurred in the ordinary course of business; and (l) In addition to the Debt described in the foregoing clauses (a) through (k)after August 1, Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstanding2000.

Debt. The Borrower will notNot, nor will it and not permit any Subsidiary of the Borrower other Loan Party to, create, incur, create, assume or permit suffer to exist any Debt, except: (a) Debt to Obligations under this Agreement and the Lenders pursuant to the other Loan Documents; (b) Debt described on Schedule 9.9 to the Disclosure Letter secured by Liens permitted by Section 11.2(d), and any extensions, renewals or and refinancings of such existing Debt so long as (i) thereof; provided that the principal aggregate amount of all such Debt after such renewal, extension or refinancing at any time outstanding shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing$1,000,000; (c) Debt of a the Company to any Wholly-Owned Subsidiary Guarantor owed or Debt of any Wholly-Owned Subsidiary to the Borrower Company or another Subsidiary Guarantordomestic Wholly-Owned Subsidiary; provided that that, upon the reasonable request of Administrative Agent, such Debt must according to its terms shall be fully subordinate evidenced by a demand note in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations form and substance reasonably satisfactory to the Administrative Agent and pledged and delivered to the Lenders Administrative Agent pursuant to any Loan Documentthe Collateral Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Company hereunder in a manner reasonably satisfactory to the Administrative Agent; (d) Guarantees Debt described on Schedule 11.1 and other Debt incurred any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those excess of the type described in Section 11.2(f)amount set forth on such Schedule; (e) the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(ginitial Loans hereunder), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt Contingent Liabilities arising with respect to customary indemnification obligations in favor of the Borrower or any Subsidiary of the Borrower of the type described purchasers in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worthconnection with dispositions permitted under Section 11.4; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies Contingent Liabilities listed on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such SubsidiarySchedule 11.1; (h) Debt secured Guaranties by the Liens Company and/or its Subsidiaries in respect of Debt of the Company or its domestic Subsidiaries permitted by this Section 11.2(d) and Section 11.2(e)11.1; (i) unsecured Debt arising underHedging Obligations approved by the Administrative Agent, created by and consisting incurred in favor of Hedge AgreementsAdministrative Agent, provided, (i) such Hedge Agreements shall have been entered into any Lender or any of their Affiliates for the purpose of bona fide hedging actual risk purposes and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.;speculation; and (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business owing to any trust created under a supplemental executive retirement program of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandingCompany.

Debt. The Borrower will notNot, nor will it and not permit any Subsidiary of the Borrower other Loan Party to, create, incur, create, assume or permit suffer to exist any Debt, except: (a) Debt to Obligations under this Agreement and the Lenders pursuant to the other Loan Documents; (b) Debt incurred or assumed after the Closing Date which is secured by Liens permitted by Section 11.2(d), and extensions, renewals and refinancings thereof; provided, that the aggregate amount of all such Debt at any time outstanding shall not exceed two percent (2.0%) of Parent’s consolidated revenues as of the previous four Fiscal Quarters; (c) Debt of the Parent or Company to any Wholly-Owned Subsidiary or Debt of any Wholly-Owned Subsidiary to the Company, the Parent or another Wholly-Owned Subsidiary; provided that (i) the sum of (A) the aggregate principal amount outstanding of any such Debt owed by a foreign Subsidiary and (B) the aggregate Investments made after the date hereof by the Company or any domestic Subsidiary to any foreign Subsidiary (excluding in each case Investments the proceeds of which are used exclusively to effect an Acquisition pursuant to Section 11.4 or to pay a Signing and Performance Bonus pursuant to Section 11.13) shall not exceed $10,000,000, and (ii) any such Debt owed by a foreign Subsidiary shall be evidenced by a demand note in form and substance reasonably satisfactory to the Administrative Agent which has been pledged to the Administrative Agent in accordance with the terms of the Guaranty and Pledge Agreement; (d) Hedging Obligations incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 9.9 to the Disclosure Letter 11.1 and any extensionsextension, renewals renewal or refinancings refinancing thereof so long as the principal amount thereof is not increased; (f) Suretyship Liabilities arising with respect to customary indemnification obligations in favor of sellers and assumptions of obligations (other than Acquired Debt) in connection with Acquisitions permitted under Section 11.4 and purchasers in connection with Dispositions permitted under Section 11.4; (g) up to $2,000,000 in the aggregate of (i) Acquired Debt assumed in Acquisitions permitted under Section 11.4 and (ii) Debt secured by property acquired by a Loan Party and assumed by such existing Loan Party in transactions which do not constitute Acquisitions; (h) convertible Debt issued by Parent, so long as (i) the principal amount stated maturity of such Debt shall be a date not earlier than six months after such renewalthe stated maturity date of the Loans as of the date of issuance, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) no mandatory redemption requirements prior to maturity other than upon a Change of Control or pursuant to other customary event risk features, (iii) no Unmatured Event of Default or Event of Default shall have occurred and be continuing either immediately before or immediately after such issuance, after giving effect to the intended use of proceeds of such convertible Debt, with evidence that the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 11.12 on the date of measurement, and (iv) the restrictive covenants and events of default relating to such Debt shall not be secured by any assets other are generally no more restrictive than assets securing such Debt, if any, prior to such renewal, extension or refinancing; (c) Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt incurred those set forth in the ordinary course of business Credit Agreement (it being understood and agreed that Debt that has (A) no financial covenants, (B) no restrictive covenants with respect to surety incurrence, existence or making of liens, indebtedness or restricted payments and appeal bonds(C) dollar thresholds with respect to any events of default as a result of judgments and defaults under other indebtedness no lower than those provided for in this Agreement for such categories of defaults, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those will satisfy the requirements of the type described in Section 11.2(f); (e) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in this clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(eiv)); (i) unsecured Suretyship Liabilities with respect to (A) Debt arising underotherwise permitted under this Section 11.1, created by and consisting (B) Debt of Hedge AgreementsPersons other than Loan Parties that would be permitted under this Section 11.1 if such Person were a Loan Party, provided, but only to the extent (i) such Hedge Agreements shall have been entered into for within the purpose of hedging actual risk and not for speculative purposes limitations set forth in this Section 11.1 and (ii) that each counterparty to one or more Loan Parties derive, directly or indirectly, substantial business or finance benefits therefrom, and such Hedge Agreement Debt of other Persons shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.count against such limitations; (j) Debt arising from endorsement Suretyship Liabilities that constitute Investments permitted under Section 11.10 (unless only permitted by clause (b) of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower;Section 11.10); and (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred other Debt, in the ordinary course of business; and (l) In addition to the Debt described listed above, in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does an aggregate outstanding amount not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandingexceeding $2,000,000.

Debt. The Borrower will not, nor will it permit any Subsidiary of the Borrower toCreate, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt, exceptDebt other than: (ai) in the case of the Borrowers, (A) Debt to of the Lenders pursuant to Uniroyal Borrower in respect of the Loan Documents; (b) Debt described on Schedule 9.9 to Seoul Guaranty, provided that the Disclosure Letter and any extensions, renewals or refinancings U.S. dollar equivalent of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing;U.S.$5,000,000, (cB) Debt in respect of a Subsidiary Guarantor owed Interest Rate Swap Agreements designed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate hedge against fluctuations in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt interest rates incurred in the ordinary course of business and consistent with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described prudent business practice in Section 11.2(f); (e) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, an aggregate notional amount not to exceed $400,000,000 at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth;outstanding, (fC) Debt in respect of the Borrower or any Subsidiary of the Borrower of the type described Foreign Exchange Agreements designed to hedge against fluctuations in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions foreign exchange rates incurred in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred consistent with prudent business practice in the ordinary course of business; and (l) In addition an aggregate notional amount not to the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount $100,000,000 at any time outstanding., and (D) Debt owed to Crompton Corp. or to a wholly owned Subsidiary of Crompton Corp, provided that, solely with respect to any Borrower, Guarantor and Uniroyal Chemical Ltd., such Debt (x) shall, to the extent not prohibited by the terms of the Uniroyal Indentures then in effect, constitute Pledged Debt (as defined in the Security Agreement) other than any such Debt owing to any Minor Subsidiary and (y) shall, to the extent not prohibited by the terms of the Uniroyal Indentures then in effect, be evidenced by promissory notes in form and substance satisfactory to the Agent and such promissory notes shall be pledged as security for the Obligations under the Loan Documents of the holder thereof and delivered to the Agent pursuant to the terms of the Security Agreement, (ii) in the case of any of such Borrower's Subsidiaries (other than any Minor Subsidiary), Debt owed to any Borrower or to a wholly owned Subsidiary of any Borrower, provided that, solely with respect to any Borrower, Guarantor and Uniroyal Chemical Ltd., such Debt (A) shall, to the extent not prohibited by the terms of the Uniroyal Indentures then in effect, constitute Pledged Debt (as defined in the Security Agreement) other than any such Debt owing to any Minor Subsidiary and (B) shall be evidenced by promissory notes in form and substance satisfactory to the Agent and such promissory notes shall be pledged as security for the Obligations under the Loan Documents of the holder thereof and delivered to the Agent pursuant to the terms of the Security Agreement, and (iii) in the case of the Borrowers and their respective Subsidiaries (other than any Minor Subsidiary except as provided below), (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate, together with Debt referred to in clause (C) below, $100,000,000 at any time outstanding,

Debt. The Borrower will not, nor and will it not permit any Restricted Subsidiary of the Borrower to, incur, create, assume or permit suffer to exist any Debt, except: (a) Debt to the Lenders pursuant to Loans, any Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans, any Notes or other Indebtedness arising under the Loan Documents;, and any deferred put premiums associated with Swap Agreements entered into with an Approved Counterparty. (b) Debt described of the Borrower and its Restricted Subsidiaries existing on Schedule 9.9 to the Disclosure Letter and any extensions, renewals or refinancings of such existing Debt so long as (i) date hereof that is reflected in the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing;Financial Statements. (c) Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtednessaccounts payable and accrued expenses, liabilities or other obligations to pay the Agent and the Lenders pursuant deferred purchase price of Property or services, from time to any Loan Document; (d) Guarantees and other Debt 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 respect GAAP. (d) Debt (including guarantees) under Capital Leases not to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f);exceed $25,000,000. (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) Oil and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth;Gas Properties. (f) intercompany Debt of between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any Subsidiary of such Debt owed by either the Borrower of or a Guarantor shall be subordinated to the type described Indebtedness on terms set forth in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth;Guaranty Agreement. (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and. (lh) In addition to Debt under any Senior Notes outstanding on the Effective Date and any Permitted Refinancing Debt described in respect thereof. (i) Debt under any Senior Notes issued after the foregoing clauses Effective Date, provided that (1) at the time of incurring such Debt (a) through no Default has occurred and is then continuing and (kb) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (2) such Debt (including with respect to standby letters of credit) which does not have any scheduled amortization prior to one year after the Maturity Date, (3) such Debt does not mature sooner than one year after the Maturity Date, (4) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents, (5) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies and (6) the Borrowing Base is adjusted as contemplated by Section 2.07(d) and the Borrower makes any prepayment required under Section 3.04(c)(iii). (j) other Debt not to exceed twenty five percent (25%) $25,000,000 in the aggregate at any one time outstanding. For the avoidance of doubt, an issue of Senior Notes may be comprised of Debt only a portion of which constitutes Permitted Refinancing Debt to the Borrower’s Tangible Net Worth in extent the aggregate principal amount at any time outstandingthereof exceeds the current principal amount of the Senior Notes being refinanced or replaced.

Debt. The Borrower will not, Neither the Parent nor will it permit any Subsidiary of the Borrower to, incur, create, assume other Borrowers shall incur or permit to exist maintain any Debt, except:other than (collectively, the "Permitted Debt"): (a) Debt to the Lenders pursuant to the Loan DocumentsObligations; (b) Debt described on Schedule 9.9 to the Disclosure Letter and any extensions, renewals or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing6.9; (c) Capital Leases of Equipment and purchase money secured Debt of a Subsidiary Guarantor owed incurred to purchase Equipment provided that (i) Liens securing the same attach only to the Borrower or another Subsidiary Guarantor; provided that Equipment acquired by the incurrence of such Debt, and (ii) the aggregate amount of such Debt must according to its terms be fully subordinate in all respects to (including Capital Leases) outstanding does not exceed $15,000,000 at any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Documenttime; (d) Guarantees and other Debt incurred in connection with the execution and delivery by Borrowers of surety and bid bonds in the ordinary course of business with respect to surety and appeal bondsbusiness, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those provided the aggregate liability of the type described in Section 11.2(f)Borrowers thereunder does not exceed $20,000,000 at any time; (e) Debt evidencing a refinancing, renewal or extension of (i) any Debt described on Schedule 6.9 or (ii) the Permitted Revolver Obligations; provided that (A) in the case of the Borrower Debt described on Schedule 6.9, (1) the principal amount thereof is not increased, (2) the Liens, if any, securing such refinanced, renewed or extended Debt do not attach to any Subsidiary assets in addition to those assets, if any, securing the Debt to be refinanced, renewed or extended, (3) no Person that is not an obligor or guarantor of such Debt as of the Borrower constituting purchase money Closing Date and after giving effect to Section 7.28 hereof shall become an obligor or guarantor thereof except to the extent, if any, not prohibited herein, (4) the Debt that replaces the Debt that is refinanced, renewed, or extended shall not contain any new or accelerated scheduled amortizing payments of principal when compared to the Debt so refinanced, renewed, or extended, and (including Capital Lease Obligations5) and secured by purchase money Liens permitted by Section 11.2(g)the terms of such refinancing, such renewal or extension are no less favorable in the aggregate to the applicable Borrower, the Agent or the Lenders than the original Debt, and (B) in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) case of the Borrower’s Tangible Net Worth; (f) Debt of Permitted Revolver Obligations, any such refinancing, renewal or extension complies with the Borrower or any Subsidiary of the Borrower of the type described criteria set forth in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt "Bank Claims" described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstanding.Intercreditor Agreement;

Debt. The Unless the Collateral Release Date shall have occurred, no Pipeline Company Borrower will not, nor will it permit any and no Subsidiary of the a Pipeline Company Borrower to, incur, create, assume shall incur or permit to exist become liable for any Debt, except: Debt (a) Debt other than loans from a FERC-Regulated Restricted Subsidiary that are subordinated to the Lenders Obligations pursuant to Acceptable Subordination Provisions and the Loan Documents; proceeds of which are used to make a Qualified Investment or fund working capital) or any liability under Guaranties if, immediately after giving effect to such Debt or liability under such Guaranties and the receipt and application of any proceeds thereof (b) Debt described on Schedule 9.9 to the Disclosure Letter and or of any extensions, renewals or refinancings of such existing Debt so long as guaranteed) or value received in connection therewith, (i) the principal amount ratio of Debt (excluding loans from a FERC-Regulated Restricted Subsidiary that are subordinated to the Obligations pursuant to Acceptable Subordination Provisions and the proceeds of which are used to make a Qualified Investment or fund working capital) and liabilities under Guaranties, without duplication, of the applicable Pipeline Company Borrower and its consolidated Subsidiaries to Consolidated EBITDA of such Debt after such renewalPipeline Company Borrower and its consolidated Subsidiaries, extension in each case on a consolidated basis for the applicable Pipeline Company Borrower and its consolidated Subsidiaries, for the then most recently completed four quarter period for which financial statements have been delivered as required by Section 5.08 would exceed 5 to 1, or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) the proceeds of any such Debt shall not be secured (or of the underlying Debt guaranteed by any assets such Guaranty) would be used for any purpose other than assets securing such Debt, if any, prior to such renewal, extension or refinancing; (cA) Debt the funding of a Subsidiary Guarantor owed to working capital of the applicable Pipeline Company Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any Subsidiary, (B) the successive refinancing of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt incurred in to fund working capital, (C) the ordinary course making of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of Qualified Investments or (D) the type described in Section 11.2(f); (e) Debt of the Borrower refinancing or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition replacement of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstanding.

Debt. The Borrower will notNot, nor will it and not permit any Subsidiary of the Borrower other Loan Party to, create, incur, create, assume or permit suffer to exist any Debt, except: (a) Debt to Obligations under this Agreement and the Lenders pursuant to the other Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $1,125,000; (i) Debt of any Borrower to any Wholly-Owned Domestic Subsidiary or Debt of any Wholly-Owned Domestic Subsidiary to any Borrower or another Wholly-Owned Domestic Subsidiary of any Borrower; provided that at the written request of Agent, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent (or, prior to the Discharge of First Lien Obligations, second) pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Agent; and (ii) Debt owing by Foreign Subsidiaries to Borrowers advanced for working capital and other general corporate purposes of Foreign Subsidiaries in an aggregate amount which, together with the aggregate amount of equity contributions to Foreign Subsidiaries made pursuant to and in accordance with Section 7.11(a)(iii), does not exceed $5,625,000 at any time outstanding, (provided, such Debt in excess of $500,000 in the aggregate under this clause (ii) shall be evidenced by notes, and the originals of such notes shall be pledged and delivered shall be delivered to Agent (or prior to the Discharge of First Lien Obligations, delivered to First Lien Agent as contractual representative for purposes of perfection for the Agent and Lenders) pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations); (d) Hedging Obligations incurred to satisfy Borrowers’ obligations under Section 6.9 and other Hedging Obligations provided by a First Lien Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 9.9 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the First Lien Obligations in accordance with the Intercreditor Agreement; provided, that the aggregate principal amount thereof shall not exceed the “Maximum First Lien Principal Amount” (as such term is defined in the Intercreditor Agreement); (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Administrative Borrower or the relevant Subsidiary of its incurrence; (i) purchase price adjustments in respect of working capital by any Borrower or any of its Subsidiaries in connection with any Permitted Acquisition, so long as the aggregate obligations in respect of such purchase price adjustments would not result in a breach of the limitations set forth in Section 7.11; (j) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) guaranties by Holdings of any Debt of any Borrower or any Wholly-Owned Domestic Subsidiary so long as such Debt of such Borrower or such Subsidiary is permitted under this Section 7.1; and guaranties by any Borrower of the Debt of any Wholly-Owned Domestic Subsidiary or guaranties by any Subsidiary of the Debt of any Borrower, in each case so long as such Debt is permitted under this Section 7.1; (l) other unsecured Debt, in addition to the Disclosure Letter and Debt listed above, in an aggregate outstanding amount not at any extensionstime exceeding $2,250,000; (m) Debt consisting of unsecured earn-out obligations incurred pursuant to the consummation of Permitted Acquisitions, renewals or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall that is reflected on the balance sheet of any Loan Party as a liability in accordance with GAAP does not exceed $12,500,000 in the principal amount of such Debt which was aggregate for all Loan Parties at any time outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall does not be secured by result in payment obligations of the Loan Parties that exceed $3,375,000 in the aggregate in any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancingFiscal Year; (cn) Equity Cure Securities comprised of Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those Holdings of the type described in Section 11.2(f7.14.3(b); (e) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (lo) In addition to the Debt described obligations of one or more Loan Parties in the foregoing clauses (a) through (k), Debt (including with respect to standby letters Bank guarantees issued by Commerzbank up to an aggregate amount of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstanding500,000 Euro.

Debt. The Borrower Obligors will not, nor and will it not permit any Subsidiary of the Borrower to, incur, create, assume or permit suffer to exist any Debt, except: (a) Debt to the Lenders pursuant to Notes or other Indebtedness arising under the Loan Note Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Note Documents; (b) Debt described on Schedule 9.9 to associated with bonds or surety obligations required by Governmental Requirements in connection with the Disclosure Letter operation of the Properties of the Obligors and any extensions, renewals or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed Subsidiaries and approved by the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancingRequired Holders; (c) intercompany Debt of a between any Obligor and any Subsidiary Guarantor owed or between Obligors or between Subsidiaries to the Borrower or another Subsidiary Guarantorextent permitted by this Section 11.2; provided that such Debt must according to its terms be fully subordinate in all respects is not held, assigned, transferred, negotiated or pledged to any Person other than any Obligor or one of the Wholly-Owned Subsidiaries, and, provided further, that any such Subsidiary Guarantor’s indebtedness, liabilities Debt owed by either any Obligor or obligations a Guarantor shall be subordinated to the Agent and the Lenders pursuant to any Loan DocumentIndebtedness; (d) Guarantees and other endorsements of negotiable instruments for collection in the ordinary course of business; (e) Debt in the form of 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 respect to surety and appeal bondsGAAP have been established, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those provided that the aggregate principal amount of the type described in Section 11.2(f); Debt permitted by this clause (e) together with the aggregate principal amount of Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by clause (f) of this Section 11.2(g), such Debt, in the aggregate, 11.2 shall not to exceed $200,000 at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worthoutstanding; (f) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital assets (including office equipment, data processing equipment and motor vehicles), including Capital Lease Obligations and any Debt assumed in connection with the Borrower acquisition of any such assets or secured by a Lien on any Subsidiary such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the Borrower outstanding principal amount thereof; provided that (i) such Debt is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the type described in aggregate principal amount of Debt permitted by this clause (lf) together with the aggregate principal amount of Debt permitted by clause (e) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, this Section 11.2 shall not to exceed $200,000 at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worthoutstanding; (g) Debt constituting obligations to reimburse incurred or deposits made (i) under worker’s compensation laws, unemployment insurance companies laws or similar legislation, or (ii) in connection with bids, tenders, contracts (other than for claims paid by the payment of Debt) or leases to which such companies on behalf Obligor is a party, (iii) to secure public or statutory obligations of such Obligor, and (iv) of cash or U.S. government securities made to secure the performance of statutory obligations, surety, stay, customs and appeal bonds to which such Obligor a party in connection with the operation of the Borrower or any Subsidiary Oil and Gas Properties, in each case in the ordinary course of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiarybusiness; (h) Debt secured under Swap Agreements listed in Schedule 8.19 and Swap Agreements entered into by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for Company after the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions date hereof in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt described in the foregoing clauses (a) through (k), Debt (including accordance with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandingthis Agreement.

Debt. The Borrower will not, nor and will it not permit any Restricted Subsidiary of the Borrower to, incur, create, assume or permit suffer to exist any DebtDebt and the Borrower will not permit any Restricted Subsidiary to issue any Preferred Stock, except: (a) Debt to Indebtedness created hereunder or under the Lenders pursuant to the other Loan Documents;. (b) Guarantees by the Borrower or any Guarantor of Debt described on Schedule 9.9 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 Disclosure Letter Indebtedness arising under the Loan Documents to at least the same extent as such Debt. (c) Debt of the Borrower owing to and held by any Restricted Subsidiary or Debt of a Restricted Subsidiary owing to and held by the Borrower or any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.04; provided that any subsequent issuance or transfer of Capital Stock or any other event (including the sale or other transfer of any such Debt to a Person other than the Borrower or a Restricted Subsidiary) that results in any such Debt being owed to a Person other than the Borrower or a Restricted Subsidiary shall be deemed to constitute an Incurrence of such Debt by the Borrower or such Restricted Subsidiary. (d) The Second Lien Notes and any extensionsGuarantees thereof and any Permitted Refinancing Debt in respect thereof; provided that such Debt and the holders thereof shall be at all times subject to and in compliance with the Intercreditor Agreement. (e) Debt of a Person that becomes a Restricted Subsidiary or is acquired by or merged into the Borrower or a Restricted Subsidiary in accordance with the provisions of this Agreement outstanding on the date on which such Person became a Restricted Subsidiary or was acquired by or merged into the Borrower or a Restricted Subsidiary, renewals other than Debt Incurred (i) to provide all or refinancings any portion of the funds utilized to consummate the transaction (or related series of transactions) pursuant to which such existing Debt Person became a Restricted Subsidiary or was otherwise acquired by or merged into the Borrower or a Restricted Subsidiary or (ii) otherwise in connection with, or in contemplation of, such acquisition, so long as at the time such Person becomes a Restricted Subsidiary or is acquired by or merged into the Borrower or a Restricted Subsidiary and after giving effect to the Incurrence of such Debt pursuant to this paragraph (e), the Borrower would have been able to Incur at least $1.00 of additional Debt pursuant to paragraph (n) below. (f) Debt Incurred by the Borrower or any Restricted Subsidiary pursuant to Capitalized Lease Obligations, Synthetic Lease Obligations, mortgage financings and purchase money obligations, in each case Incurred to finance all or any portion of the purchase price or cost of construction or improvements or carrying costs of property used in the business of the Borrower or such Restricted Subsidiary, and Permitted Refinancing Debt in respect thereof, in an aggregate principal amount not to exceed $60,000,000 at any one time outstanding. (g) Permitted Acquisition Debt. (h) 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 or a Restricted Subsidiary in the ordinary course of business 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). (i) Debt, including Permitted Refinancing Debt, Incurred by a Foreign Subsidiary in an aggregate principal amount not to exceed an amount equal to 10.0% of such Foreign Subsidiary’s Adjusted Consolidated Net Tangible Assets at any time outstanding. (j) Capital Stock (other than Disqualified Stock) of the Borrower or any of the Guarantors. (k) Cash-Pay Preferred issued by the Borrower so long as at the time of and after giving effect to the issuance of such Cash-Pay Preferred, the Borrower would have been able to Incur at least $1.00 of additional Debt pursuant to paragraph (n) below. (l) Debt Incurred after the Closing Date by a wholly-owned Foreign Subsidiary pursuant to vendor financings for the construction of the ATP Octabuoy and related assets and an unsecured Guarantee thereof by the Borrower not to exceed $250,000,000 in the aggregate at any time outstanding; provided, however, that in the event that such Foreign Subsidiary shall cease to be a Wholly-Owned Subsidiary, any such Guarantee of such Debt by the Borrower shall be deemed to be an Incurrence of Debt by the Borrower that is not permitted pursuant to this paragraph (l). (m) Other Debt in an aggregate principal amount outstanding not to exceed the greater of (i) $50,000,000 and (ii) 1.25% of the Borrower’s Adjusted Consolidated Net Tangible Assets, determined on a pro forma basis after giving effect to the Incurrence of such Debt and the application of the proceeds thereof. (n) Other Debt of the Borrower or any Guarantor and the issuance of any Preferred Stock by any Restricted Subsidiary if, at the time of and after giving effect to the Incurrence of such Debt or the issuance of such Preferred Stock, the Consolidated Coverage Ratio is at least 2.50 to 1.00. 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) in the event an item of that Debt meets the criteria of more than one of the types of Debt described in the first and second paragraphs of this Section 9.02, the Borrower, in its sole discretion, will classify such item of Debt on the date of Incurrence and, subject to clause (ii) below may later classify, reclassify or redivide all or a portion of such item of Debt, in any manner that complies with this Section 9.02; (ii) 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; (iii) if obligations in respect of letters of credit are Incurred pursuant to a credit facility and are being treated as Incurred pursuant to clause (i) of the second paragraph above and the letters of credit relate to other Debt, then such other Debt shall not be included; (iv) the principal amount of any Disqualified Stock of the Borrower or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (v) Debt permitted by this Section 9.02 need not be permitted solely by reference to one provision permitting such Debt after but may be permitted in part by one such renewalprovision and in part by one or more other provisions of this Section 9.02 permitting such Debt; and (vi) the amount of Debt issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP. Accrual of interest, extension 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 (ii) 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 of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date (and, if such Debt is not permitted to be Incurred as of such date under this Section 9.02, the Borrower shall be in Default of this Section 9.02). For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt which was outstanding immediately prior being refinanced. Notwithstanding any other provision of this Section 9.02, the maximum amount of Debt that the Borrower may Incur pursuant to such renewal, extension or refinancing and (ii) such Debt this Section 9.02 shall not be secured by deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any assets Debt Incurred to refinance other than assets securing such Debt, if anyIncurred in a different currency from the Debt being refinanced, prior to such renewal, extension or refinancing; (c) Debt of a Subsidiary Guarantor owed shall be calculated based on the currency exchange rate applicable to the Borrower currencies in which such Refinancing Debt is denominated that is in effect on the date of such refinancing. This Agreement will not treat (1) unsecured Debt as subordinated or another Subsidiary Guarantor; provided that such junior to secured Debt must according to its terms be fully subordinate in all respects merely because it is unsecured or (2) senior Debt as subordinated or junior to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other senior Debt incurred in the ordinary course of business merely because it has a junior priority with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandingsame collateral.

Debt. The Borrower will not, nor will it permit any Subsidiary of the Borrower toCreate, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt, exceptDebt other than: (ai) in the case of the Borrowers, (A) Debt to of Uniroyal in respect of the Lenders pursuant to Seoul Guaranty, provided that the Loan Documents; (b) Debt described on Schedule 9.9 to U.S. dollar equivalent of the Disclosure Letter and any extensions, renewals or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing;US$5,000,000, (cB) Debt in respect of a Subsidiary Guarantor owed Interest Rate Swap Agreements designed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate hedge against fluctuations in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt interest rates incurred in the ordinary course of business and consistent with prudent business practice in an aggregate notional amount not to exceed US$400,000,000 at any time outstanding, (C) Debt in respect of Foreign Exchange Agreements designed to hedge against fluctuations in foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practice in an aggregate notional amount not to exceed US$100,000,000 at any time outstanding, and (D) Debt owed to Crompton Corp. or to a wholly owned Subsidiary of Crompton Corp, provided that, solely with respect to surety any Crompton A Borrower, Uniroyal, any Guarantor and appeal bondsUniroyal Chemical Ltd., performance and return-of-money bondssuch Debt (x) shall, banker’s acceptances and other similar obligations including those to the extent not prohibited by the terms of the type described Uniroyal Indentures then in Section 11.2(f);effect, constitute Pledged Debt (as defined in the Security Agreement) other than any such Debt owing to any Minor Subsidiary and (y) shall, to the extent not prohibited by the terms of the Uniroyal Indentures then in effect, be evidenced by promissory notes in form and substance satisfactory to the Agent and such promissory notes shall be pledged as security for the Obligations under the Loan Documents of the holder thereof and delivered to the Agent pursuant to the terms of the Security Agreement, (eii) in the case of any of such Borrower's Subsidiaries (other than any Minor Subsidiary), Debt owed to any Borrower or to a wholly owned Subsidiary of any Borrower, provided that, solely with respect to any Crompton A Borrower, Uniroyal, any Guarantor and Uniroyal Chemical Ltd., such Debt (A) shall, to the extent not prohibited by the terms of the Uniroyal Indentures then in effect, constitute Pledged Debt (as defined in the Security Agreement) other than any such Debt owing to any Minor Subsidiary and (B) shall, to the extent not prohibited by the terms of the Uniroyal Indentures then in effect, be evidenced by promissory notes in form and substance satisfactory to the Agent and such promissory notes shall be pledged as security for the Obligations under the Loan Documents of the holder thereof and delivered to the Agent pursuant to the terms of the Security Agreement, (iii) in the case of the Borrowers and their respective Subsidiaries (other than any Minor Subsidiary except as provided below), (A) Debt of under the Borrower or any Subsidiary of the Borrower constituting purchase money Loan Documents, (B) Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, 5.02(a)(iv) not to exceed in the aggregate, together with Debt referred to in clause (C) below, US$100,000,000 at any time outstanding, (i) Capitalized Leases not to exceed in the aggregate, together with Debt referred to in clause (B) above, US$100,000,000 at any time an amount equal outstanding and (ii) in the case of Capitalized Leases to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or which any Subsidiary of the any Borrower is a party, Debt of such Borrower of the type described in clause (li) of the definition of "Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of " guaranteeing the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees Obligations of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstanding.Subsidiary under such Capitalized Leases,

Debt. The Borrower and the Operating Subsidiaries will not, nor and will it not permit any Subsidiary of the Borrower to, incur, create, assume or permit to exist any Debt, except: (a) Debt to the Lenders pursuant to the Loan Documents; (b) intercompany Debt described on Schedule 9.9 to between or among the Disclosure Letter Borrower and any extensions, renewals of its Operating Subsidiaries or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing; (c) Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt Wholly-Owned Subsidiaries incurred in the ordinary course of business with respect (including, without limitation, Debt owed by (i) the Operating Subsidiaries to surety Alamosa Finance, (ii) Alamosa Texas to Alamosa Texas LP, and appeal bonds, performance and return(iii) Wholly-of-money bonds, banker’s acceptances and other similar obligations including those Owned Subsidiaries of the type described Borrower, including, without limitation, Alamosa Finance, to the Borrower in Section 11.2(f); (e) Debt connection with loans of proceeds of the Borrower Loans permitted by Section 2.10), subject to the following requirements: any and all of the Debt permitted pursuant to this Section 9.1(b) shall be unsecured, shall be evidenced by a subordinated promissory note substantially in the form of Exhibit F, which will be pledged to the Administrative Agent for the benefit of the Administrative Agent and the Lenders and, if payable by the Borrower, shall be subordinated to the Obligations pursuant to a subordination agreement in form and substance satisfactory to the Administrative Agent, provided, however, that temporary advances made from time to time in the ordinary course of business not to exceed $100,000 in aggregate principal amount at any time owing by any Operating Subsidiary or any Wholly-Owned Subsidiary of the Borrower constituting to the Borrower shall not be required to be so evidenced, pledged or subordinated; (c) unsecured Debt under the Interest Rate Protection Agreements required to be maintained by Section 8.12, provided, however, that Debt thereunder may be secured if such Debt constitutes a part of the Obligations; (i) existing 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) and secured by purchase money Liens, which Debt and Liens are permitted by under and meet all of the requirements of clause (g) of the definition of Permitted Liens contained in Section 11.2(g)1.1, such and (iii) additional unsecured Debt; provided, however, that the aggregate principal amount of the Debt referred to in the aggregate, this Section 9.1(d) shall not to exceed $15,000,000 in aggregate amount at any time an amount equal to fifteen percent outstanding; (15.0%e) liabilities of the Borrower’s Tangible Net Worth;Borrower in respect of unfunded vested benefits under any Plan if and to the extent that the existence of such liabilities will not constitute, cause or result in a Default; and (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued and its Subsidiaries to the Borrower or any such Subsidiary; Trustee and the Noteholders under (hand evidenced and governed by) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, Subordinated Guarantees; provided, (i) however, that such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and debt may not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor initially incurred (and Guarantees of such reimbursement obligations by Subsidiaries of the BorrowerHoldings Senior Notes may not be issued) incurred in the ordinary course of business; and (l) In addition to the Debt described in the foregoing clauses (a) through (k)after August 1, Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstanding2000.

Debt. The Borrower Obligors will not, nor and will it not permit any Subsidiary of the Borrower Restricted Subsidiaries to, incur, create, assume or permit suffer to exist any Debt, except: (a) Debt to the Lenders pursuant to the Loan Documents;Loans, other Obligations and any guaranty of or suretyship arrangement in respect thereof. (b) intercompany Debt described on Schedule 9.9 to the Disclosure Letter and any extensions, renewals between or refinancings of such existing Debt so long as among (i) the principal amount of such Debt after such renewalBorrower and any Subsidiary Guarantor, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall any Restricted Subsidiary that is not be secured by a Guarantor and any assets other than assets securing such Debt, if any, prior to such renewal, extension Restricted Subsidiary that is not a Guarantor or refinancing; (ciii) Debt of a Subsidiary Guarantor owed to the Borrower or another any Subsidiary GuarantorGuarantor to any Restricted Subsidiary that is not a Guarantor to the extent permitted by Section 9.05(g); provided that such Debt must according to its terms be fully subordinate in all respects is not held, assigned, transferred, negotiated or pledged to any Person other than the Administrative Agent for the benefit of such the Lenders, the Borrower or a Subsidiary Guarantor’s indebtedness, liabilities and, provided further, that any such Debt for borrowed money (including without limitation intercompany receivables or obligations other obligations) owed by either the Borrower or any Obligor shall be subordinated to the Agent Obligations on the terms set forth in the Guarantee and Collateral Agreement. (c) endorsements of negotiable instruments for collection in the Lenders pursuant to any Loan Document;ordinary course of business. (d) Guarantees Debt of the Borrower or the Restricted Subsidiaries (i) associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and other Debt incurred Gas Properties in the ordinary course of business with respect to surety and appeal bonds, performance (ii) comprised of guarantees of obligations of Restricted Subsidiaries under marketing agreements entered into in the ordinary course of business and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f);which do not constitute Debt for borrowed money. (e) Debt of the Borrower and the Restricted Subsidiaries under Capital Leases and Debt incurred to finance the purchase, construction or any Subsidiary improvement of the Borrower constituting purchase money Debt such capital assets (including Capital Lease Obligationsexcluding real property interests) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, 9.03(c) in the aggregate, an aggregate principal amount not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth;$25,000,000. CREDIT AGREEMENT (f) Permitted Senior Notes and any guarantees thereof incurred after the Effective Date; provided that (i) both before and immediately after giving effect to the incurrence of such Debt, no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom (after giving effect to any concurrent repayment of Debt with the proceeds thereof, the Borrowing Base adjustment under Section 2.07(e) and any prepayment made pursuant to Section 3.04(c)(iii)); (ii) such Debt and any guarantees thereof (A) are on terms and conditions that are not more restrictive, taken as a whole, than those contained in this Agreement and the other Loan Documents, as reasonably determined by the Borrower in good faith, and (B) do not contain financial covenants that are more restrictive than those contained in this Agreement and the other Loan Documents; (iii) immediately after the incurrence of such Debt, the Borrowing Base shall be adjusted in accordance with Section 2.07(e) and prepayment shall be made to the extent required by Section 3.04(c)(iii); (iv) such Debt does not have any scheduled principal amortization prior to the date that is 180 days after the Maturity Date; (v) such Debt does not mature sooner than the date that is 180 days after the Maturity Date; (vi) the economic terms of such Debt and any guarantees thereof, taken as a whole, are on market terms for issuers of similar size and credit quality given the then prevailing market conditions as reasonably determined by the Borrower in good faith; (vii) both before, and immediately after giving effect to, the incurrence of such Debt and any guarantees thereof, the Pro Forma Net Leverage Ratio shall not exceed 4.00 to 1.00; (viii) such Debt does not have any mandatory prepayment or redemption provisions which would require a mandatory prepayment or redemption thereof in priority to the Obligations; (ix) no Subsidiary or other Person is required to guarantee such Debt unless such Subsidiary or other Person has guaranteed the Obligations pursuant to the Guarantee and Collateral Agreement; (x) if such Debt is senior subordinated Debt, such Debt is expressly subordinate to the payment in full of all of the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent and (xi) the Borrower shall have complied with Section 8.01(o). (g) Permitted Refinancing Debt and any guarantees thereof, the proceeds of which shall be used concurrently with the incurrence thereof to refinance any outstanding Permitted Senior Notes permitted under Section 9.02(f) or to refinance any outstanding Refinanced Debt, as the case may be; provided that both before and immediately after giving effect to the incurrence of such Permitted Refinancing Debt (and the concurrent repayment of Permitted Senior Notes or Refinanced Debt, as the case may be, with the proceeds of such incurrence), no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing or would result therefrom. (h) Debt in the form of guaranties by the Obligors of Debt of (i) the Borrower or any Subsidiary of the Borrower of the type described in clause Guarantor permitted under this Section 9.02 or (lii) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued other Persons to the Borrower or any extent an Investment would be permitted in such Subsidiary; (h) Debt secured by the Liens permitted by Person under Section 11.2(d) and Section 11.2(e9.05(g);. (i) unsecured other Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or in an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount not to exceed $30,000,000 at any one time outstanding.

Debt. The Borrower will not, nor and will it not permit any Subsidiary of the Borrower to, incur, create, assume or permit suffer to exist any Debt, except: (a) Debt to the Lenders pursuant to Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents;. (b) Debt described of the Borrower and its Subsidiaries existing on the date hereof that is reflected on Schedule 9.9 9.02. (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 receipt of the 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) Equipment and Fixture Financing Debt not to exceed $25,000,000 in the aggregate at any one time outstanding. (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in the ordinary course of business in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to the Disclosure Letter extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided, further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) any Debt of the Borrower or any Subsidiary and guarantees thereof by any Credit Party or any other Subsidiary; provided that: (i) such Debt shall be unsecured, (ii) such Debt shall not provide for any amortization of principal or any scheduled or mandatory prepayments or Redemptions on any date prior to 180 days after the Maturity Date (other than customary high yield indenture provisions requiring offers to repurchase in connection with asset sales or any change of control, casualty or condemnation event prepayments or customary acceleration rights after an event of default), (iii) such Debt shall not contain a scheduled maturity date that is earlier than 180 days after the Maturity Date, (iv) such Debt (or the documents governing such Debt) shall (A) contain no financial covenant that is more restrictive or onerous with respect to the Credit Parties than the financial covenants herein, and (B) not contain covenants (other than financial covenants) and events of default that are, taken as a whole, more restrictive or onerous with respect on the Credit Parties than those contained in this Agreement are on the Credit Parties (as reasonably determined by the Borrower in good faith), (v) after giving effect to the incurrence of such Debt, the application of the proceeds thereof, and any extensionsautomatic reduction of the Borrowing Base pursuant to Section 2.07(e) on account thereof, renewals each on a pro forma basis: (A) the Borrower shall be in pro forma compliance with Section 9.01 as of the last day of the applicable period covered by the most recent certificate delivered pursuant to Section 8.01(c) (for purposes of Section 9.01, as if such Debt, and all other Debt permitted pursuant to this Section 9.02(h) issued or refinancings incurred since the first day of such existing applicable period, had been issued or incurred on the first day of such applicable period) and (B) no Event of Default or Borrowing Base Deficiency shall exist, (vi) the Borrowing Base shall automatically be reduced on the date of the incurrence of such Debt so in accordance with Section 2.07(e) and (vii) the Net Proceeds of such Debt shall be used to prepay the Loans in accordance with and to the extent required by Section 3.04(c)(iii) and Section 3.04(c)(iv). (i) Taxes, assessments or other governmental charges which are not yet due or are being contested in good faith in accordance with Section 8.04(a). (j) Debt (other than in connection with a loan or lending transaction) incurred in the ordinary course of business for drilling, completing, leasing and reworking oil, gas and CO2 xxxxx or the treatment, distribution, transportation or sale of production therefrom; provided, however, such Debt shall not be deemed to refer to or include any long as term debt. (k) Debt which represents an extension, refinancing, or renewal of any of the foregoing; provided that (i) the principal amount of such Debt after is not increased (other than by the costs, fees, and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal), extension or refinancing shall not exceed (ii) the principal amount interest rate of such Debt which 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 less favorable to the obligor thereunder, taken as a whole, than the original terms of such Debt and (vii) if the Debt that is refinanced, renewed, or extended was outstanding immediately prior subordinated in right of payment to such the Indebtedness, then the terms and conditions of the refinancing, renewal, or extension or refinancing Debt must include subordination terms and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing; (c) Debt of a Subsidiary Guarantor owed conditions that are at least as favorable to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Administrative Agent and the Lenders pursuant as those that were applicable to any Loan Document;the refinanced, renewed, or extended Debt. (d) Guarantees and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement the honoring by a bank or other financial institution of negotiable instruments for deposit a check, draft or collection or other similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred instrument drawn against insufficient funds in the ordinary course of business; and. (lm) In addition other Debt not to the Debt described exceed $20,000,000 in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any one time outstanding.

Debt. The Borrower will not(a) Neither Newark, either Newark Subsidiary, VCP Exportadora nor will it permit any Subsidiary of the Borrower toVCP shall create, incur, issue or suffer to exist (or permit any of their respective Subsidiaries to create, assume incur, issue or permit suffer to exist exist) any Debt, except: (a) Debt to the Lenders pursuant to the Loan Documents; (b) Debt described on Schedule 9.9 to the Disclosure Letter and any extensions, renewals or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing; (c) Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt incurred in the ordinary course of business with respect to surety Newark and appeal bonds, performance the Newark Subsidiaries: (A) Debt under and return-of-money bonds, banker’s acceptances and other similar obligations in connection with the Loan Documents (including those any related to the purchase of the type Products as described in Section 11.2(f8.13 and the Export Agreements, and the advances to be made by the Newark Subsidiaries to Newark for the prepayment of the sale of Products as contemplated by Section 2.1); , (eB) Debt of under and in connection with the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens Other Facility as permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debtb), such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (iC) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the sole purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (performing cash management or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement other financial management functions with any of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred its Affiliates in the ordinary course of business; , (D) other unsecured Debt with Affiliates with respect to which each such Affiliate has become a party to the Subordination Agreement by delivery to the Administrative Agent of its executed joinder thereto, (E) Debt with non-Affiliates that is unsecured or is secured by Property that is neither part of the Collateral nor Capital Stock of Aracruz (or any interests therein, including dividends payable thereon) and (F) until the Borrowing Date, Debt that will be repaid in full from the proceeds of the Loans in the manner contemplated in Section 2.2, and (lii) In addition with respect to VCP Exportadora and VCP (and their respective Subsidiaries), any additional Debt (with respect to Debt incurred after the date hereof, only so long as there would not be a violation of the Total Debt to Total Capitalization Ratio determined as if the date on which such additional Debt is incurred were the last day of a Fiscal Semester); it being understood that the Debt of Newark and the Newark Subsidiaries is limited to that permitted in clause (i). (b) Newark and the Newark Subsidiaries may enter into the Other Facility at any time and, from time to time, incur Debt thereunder so long as, as of the date of the issuance of any such Debt (and as of the date of any amendment, restatement or other modification thereof that increases the Other Debt Service Amount with respect to any Payment Date through and including the Final Maturity Date or increases the principal amount of any Debt issued thereunder; it being understood that any amendments, restatements or other modifications of any such Debt that do not have any such effect need not comply with the following): (i) no Default then exists or would result from the incurrence of such Debt (or amendment or modification thereof), (ii) for so long as the obligations under the Loans remain outstanding, the payment dates of all Debt issued under the Other Facility shall be the Payment Dates (with the exception that the first payment date applicable to any such Debt may be the second Payment Date after the issuance of such Debt), (iii) the net proceeds of such Debt shall promptly (and, in any event, within one Business Day thereof) be applied to the repayment of any of Newark's other Debt (including the repayment of the prepayment for the sale of Products contemplated by Section 2.1 or the repayment of any other Debt under the Other Facility), the making of a payment for Products previously purchased by Newark or to make an export pre-payment to VCP or any of its Brazilian Subsidiaries (including VCP Exportadora) for future Products, (iv) the Agents shall have received from Newark, the Newark Subsidiaries and the Other Agent confirmation that, Credit Agreement 44 pursuant to the Security Agreement, Newark and (to the extent the Newark Subsidiaries are obligors under the Other Facility) the Newark Subsidiaries have granted the creditors under the Other Facility a security interest in the Sales Collateral and the Collection Account and that the creditors under the Other Facility agree to share such security interest (and otherwise manage the collections on the Receivables) in the manner described in the foregoing clauses Security Agreement, (av) through the conditions of clause (k), c) shall have been satisfied and (vi) the Agents shall have received a certificate of the chief financial officer or a more senior officer of VCP certifying that each of the above conditions has been satisfied. (c) Before any Debt under the Other Facility may be incurred (including it being understood that the following provisions shall apply with respect to standby letters each issuance of creditDebt under the Other Facility), VCP shall: (i) for each remaining Interest Period through the Final Maturity Date, provide the Agents a certificate (which does not exceed twenty five percent the Administrative Agent shall promptly provide to each of the Lenders) of its treasurer, chief financial officer, chief accounting officer or more senior officer (25%with reasonable detail as to calculations) in which is included (or to which is attached) a projection (based upon VCP's reasonable estimates at such time) of: (A) the Projected Available Collections for such Interest Period, (B) the Debt Service Amount for the Payment Date at the end of such Interest Period (provided that interest payable shall be calculated using an interest rate equal to the then-current interest rate plus an additional 1% per annum), (C) the ratio of: (1) the Bank Percentage (to the extent applicable, as to be established pursuant to Section 2.3(e) of the Borrower’s Tangible Net Worth Security Agreement in connection with the issuance of such Debt under the Other Facility) of the amount described in clause (A) to (2) the amount described in clause (B) and (D) if any of such ratios for any Interest Period is less than 1:1, the amount of additional collections that would be required during such Interest Period in order to obtain such ratio for such Interest Period, and (ii) if any additional collections are projected to be required pursuant to clause (i)(D), provide to the Administrative Agent either: (A) one or more supply contracts, in form and substance reasonably satisfactory to the Majority Lenders and enforceable by the Administrative Agent, whereby one or more Person(s): (1) organized in an OECD Country (including Brazil) and (2) with a long-term foreign currency debt rating from each of Standard & Poor's and Xxxxx'x at least equal to the then-applicable long-term foreign currency debt rating of VCP, agrees (in the aggregate principal for all such Person(s)) to deliver (at the request of the Administrative Agent at any time, and from time to time: (x) during the existence of an Event of Default or (y) upon the Administrative Agent's receipt from Newark of a certificate of its treasurer, chief financial officer or more senior officer that such request is necessary to avoid a Specified Event; it being understood that the Administrative Agent shall, upon receipt of such request from Newark, promptly deliver such request to such other Person(s)) sufficient products to Newark the sale of which will generate Dollar collections at least equal to the aggregate amount of all additional collections so projected to be required for all Interest Periods through the Final Maturity Date (it being understood that any projected excess in any of the Interest Periods shall not be applied to offset any additional collections projected to be required with respect to other Interest Periods except to the extent that at Credit Agreement 45 the time of the incurrence of such new Debt Newark has irrevocably instructed the Collateral Agent to retain in the Collection Subaccount all or any portion of any such projected excess for application as Carry-Over Amounts in any later Interest Period(s)), which deliveries may be requested by the Administrative Agent at any time outstandingthrough the date that is five Business Days after the Payment Date at the end of the last Interest Period for which any additional collections are so projected to be required (it being understood that the Administrative Agent may make such requests only during the existence of an Event of Default or at the request of Newark if Newark expects that it will need to receive such products in order to ensure that no Event of Default described in Section 9.1(o) shall occur, and that any collections relating to such delivered products would be applied to pay any amounts then payable under the Loan Documents and no such amounts would be payable to the Other Agent for application in connection with the Other Facility), or (B) such other additional credit enhancement as the Majority Lenders may agree. (d) Should the Majority Lenders reasonably determine that the Projected Available Collections identified in the certificate delivered by VCP pursuant to clause (c)(i) are greater than the amount that should be reasonably estimated, the Majority Lenders may (within seven New York Business Days of their receipt of such projections) deliver notice to VCP, Newark and the Administrative Agent of such determination. Should VCP receive such notice within such period, VCP shall either deliver amended projections for the Lenders' review (subject to the approval process described in this paragraph) or engage PricewaterhouseCoopers or another independent auditor or other Person acceptable to the Majority Lenders, at the expense of VCP, to analyze the projections and either certify to the Lenders that such projections are reasonable estimates by VCP or, if not, to work with VCP to establish projections that can be so certified.

Debt. The Borrower Parent will not, nor and will it not permit any Subsidiary of the Borrower to, incur, create, assume assume, or permit to exist any Debt, except: (a) Debt to the Lenders Agent and the Banks pursuant to the Loan DocumentsDocuments and existing Debt described on Schedule 11.1; (b) Intercompany Debt described on Schedule 9.9 owed by any Subsidiary to the Disclosure Letter and Parent or any extensions, renewals or refinancings of such existing Debt so long as other Subsidiary; provided that (i) the principal amount obligations of each obligor of such Debt must be subordinated in right of payment to any liability such obligor may have for the Obligations from and after such renewaltime as any portion of the Obligations shall become due and payable (whether at stated maturity, extension by acceleration or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewalotherwise), extension or refinancing and (ii) such Debt must be incurred in the ordinary course of business 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) the Parent or its applicable Subsidiary shall not be secured by any assets other than assets securing such Debthave granted the Agent a Lien on its right, if any, prior title and interest in and to such renewal, extension or refinancingDebt and all Liens securing the payment thereof; (c) Debt of a Subsidiary Guarantor owed not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to aggregate at any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Documenttime outstanding secured by purchase money Liens permitted by Section 11.2; (d) Guarantees 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 Parent and other Debt the Subsidiaries; (e) Guaranties incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-return - of - money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed exceeding at any time an amount equal to fifteen percent outstanding Two Hundred Fifty Thousand Dollars (15.0%$250,000) of the Borrower’s Tangible Net Worthin aggregate liability; (f) Debt of the arising in connection with any interest rate swap, cap, collar or similar agreements entered into to enable Borrower to fix or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worthlimit its actual interest expense; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf arising under the terms of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary;Bond Documents; and (h) Debt secured by Debts, other than the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt Debts specifically described in the foregoing clauses (a) through (k)g) of this Section 11.1, Debt (including with respect to standby letters of credit) which does in the aggregate do not exceed twenty five percent Five Hundred Thousand Dollars (25%$500,000) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstanding.

Debt. The Borrower will notNot, nor will it and not permit any Subsidiary of the Borrower other Loan Party to, create, incur, create, assume or permit suffer to exist any Debt, except: (a) Debt to Obligations under this Agreement and the Lenders pursuant to the other Loan Documents; (b) Debt described on Schedule 9.9 to the Disclosure Letter secured by Liens permitted by Section 11.2(d), and any extensions, renewals or and refinancings of such existing Debt so long as (i) thereof; provided that the principal aggregate amount of all such Debt after such renewal, extension or refinancing at any time outstanding shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing$125,000; (c) Debt of a Borrower to any domestic Wholly-Owned Subsidiary Guarantor owed or Debt of any domestic Wholly-Owned Subsidiary to the Borrower or another Subsidiary Guarantordomestic Wholly-Owned Subsidiary; provided that unless waived by the Administrative Agent, such Debt must according shall be evidenced by a demand note in form and substance reasonably satisfactory to its terms be fully subordinate in all respects Administrative Agent and pledged and delivered to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations Administrative Agent pursuant to the Agent Collateral Documents as additional collateral security for the Obligations, and the Lenders pursuant obligations under such demand note shall be subordinated to any Loan Documentthe Obligations of Borrower hereunder in a manner reasonably satisfactory to Administrative Agent; (d) Guarantees unsecured Hedging Obligations approved by Administrative Agent and incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the initial Loans hereunder); (g) Contingent Liabilities arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 11.5; (h) the Colon Debt: provided, however, that (i) such Debt shall at all times be subordinated to the Obligations on the terms and conditions set forth in the documentation evidencing such Debt, (ii) the aggregate outstanding principal amount of such Debt shall not at any time exceed $752,500, and (iii) such Debt shall at all times be unsecured; (i) guarantees by a Borrower of the obligations of any other Borrower arising pursuant to a lease or license by such Borrower of real or personal property in the ordinary course of the business of such Borrower, provided that such lease or license is not otherwise prohibited under the Loan Documents; (j) Debt incurred in respect of appeal, bid, performance or surety or similar bonds issued for the account of any Borrower in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-(in each case other than for an obligation for money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(gborrowed), such Debt, in the aggregate, an aggregate outstanding amount not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrowerexceeding $100,000; (k) Debt consisting arising from the honoring by a bank or other financial institution of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, that, such Debt is extinguished within two (2) Business Days of its incurrence; (l) other unsecured Debt in an aggregate outstanding amount not at any time exceeding $100,000; (m) Debt owing by Cyalume France to HSBC France in the maximum aggregate outstanding principal amount not to exceed EUR 200,000 pursuant to an unlimited duration overdraft (découvert à durée indéterminée) renewable each year; provided, however, that none of the other Loan Parties are liable or obligated with respect to such Debt; and (ln) In addition Debt owing by Cyalume France to the Debt described Banque Palatine (i) in the foregoing clauses maximum aggregate outstanding principal amount not to exceed EUR 200,000 pursuant to an unlimited duration overdraft facility (afacilité de xxxxxx x durée indéterminée) through and (k)ii) in the maximum aggregate principal amount not to exceed EUR 350,000 pursuant to a MCNE facility (mobilisation des créances néxx xur l’étranger) either by way of a facility secured by an assignment by way of guarantee of receivables or by a sale on discount of receivables; provided, Debt (including however, that none of the other Loan Parties are liable or obligated with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandingsuch Debt.

Debt. The Borrower will not, nor and will it not permit any ----- Subsidiary of the Borrower to, incur, create, assume or permit to exist any Debt, except: (a) Debt to the Lenders pursuant to the Loan Documents; (b) Subordinated Debt, which Subordinated Debt described is on Schedule 9.9 terms and conditions acceptable to the Disclosure Letter and any extensions, renewals or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancingRequired Lenders; (c) unsecured Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided under Interest Rate Protection Agreements entered into in compliance with Section 8.16, provided, however, that Debt thereunder may be secured if such Debt must according to its terms be fully subordinate in all respects to any constitutes a part of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan DocumentObligations; (di) Guarantees existing and other Debt incurred in the ordinary course principal amounts and as otherwise described on Schedule 7.10 hereto and renewals, extensions or ------------- refinancings of business with respect to surety 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 appeal bondsthe terms and provisions of which are not materially more onerous than the terms and conditions of such Debt on the Closing Date, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (eii) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent under clause (15.0%g) of the definition of Permitted Liens ---------- contained in Section 1.1, and (iii) additional unsecured Debt in an amount not ----------- to exceed $5,000,000 to the extent that no Default exists at the time the Borrower incurs such Debt or would result from the Borrower’s Tangible Net Worth's incurring such Debt; (e) Intercompany Subordinated Debt which does not in the aggregate exceed $50,000,000; (f) Debt consisting of any Guarantee resulting from endorsement for collection of any instrument executed by the Borrower or any Subsidiary of in the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth;ordinary course; and (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary liabilities of the Borrower in accordance with the policies issued respect of unfunded vested benefits under any Plan if and to the Borrower or any such Subsidiary; (h) Debt secured by extent that the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees existence of such reimbursement obligations by Subsidiaries of the Borrower) incurred liabilities will not constitute, cause or result in the ordinary course of business; and (l) In addition to the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandinga Default.

Debt. The Borrower will not, nor will it permit any Subsidiary of the Borrower to, incur, create, assume or permit to exist any Debt, except: (a) Debt to the Lenders pursuant to the Loan Documents; (b) Debt described on Schedule 9.9 to the Disclosure Letter and any extensions, renewals or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing; (c) Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s 's indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s 's acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen ten percent (15.010.0%) of the Borrower’s 's Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s 's Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s 's compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s 's Rating Service or Aa3 by Xxxxx’x Moody's Investors Service, Inc.; (j) Debt arising from arixxxx xxom endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in where the ordinary course aggregate face amount of businesssuch letters of credit does not at any time exceed $200,000,000; and (l) In addition to the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (2520%) of the Borrower’s 's Tangible Net Worth in aggregate principal amount at any time outstanding.

Debt. The Borrower will Borrowers shall not, nor will it permit any Subsidiary of the Borrower to, incureither directly or indirectly, create, assume assume, incur or permit to exist have outstanding any DebtDebt (including purchase money indebtedness), or become liable, whether as endorser, guarantor, surety or otherwise, for any debt or obligation of any other Person, except: (a) Debt to the Lenders pursuant to Obligations under this Agreement and the other Loan Documents; (b) Debt described on Schedule 9.9 to obligations of the Disclosure Letter and any extensionsBorrowers for Taxes, renewals assessments, municipal or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancinggovernmental charges; (c) Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase Borrowers for accounts payable, other than for money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g)borrowed, such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; (d) Subordinated Debt; (e) Hedging Obligations incurred in favor of Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) Debt for Capital Expenditures, other than Capital Expenditures constituting Permitted Acquisitions, provided that the aggregate amount of all such Debt outstanding at any time shall not exceed One Million and no/100 Dollars ($1,000,000.00); (g) Debt described on Schedule 9.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (h) performance guaranties issued by the Borrowers of the operating obligations of their Subsidiaries made in the ordinary course of Borrowers’ business; provided, however, such guaranties shall exclude any guaranty of the payment of such Subsidiaries’ monetary obligations; (i) other unsecured Subordinated Debt, in addition to the Debt listed above, in an aggregate amount outstanding at any time not to exceed One Million and 00/100 Dollars ($1,000,000.00); and (lj) In addition revolving loan facility Debt or Debt incurred in connection with advance payment or performance guaranties, each to the extent incurred by Borrowers’ foreign Subsidiaries after the date hereof, provided, (i) the applicable foreign Subsidiary uses good faith efforts to utilize Lender or an Affiliate of Lender to obtain such financing (considering all of the business circumstances involved) and it is determined to be impractical for the applicable foreign Subsidiary to obtain such financing from Lender or any of Lender’s Affiliates, whether utilizing Letters of Credit issued under this Agreement or otherwise; and (ii) the total aggregate outstanding amount of such Debt described in incurred after the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which date hereof does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstanding$5,000,000.

Debt. The Borrower will not, nor and will it not permit any Subsidiary of the Borrower Subsidiary Guarantors to, incur, create, assume or permit suffer to exist any Debt, exceptexcept the following: (a) Debt to the Lenders pursuant to Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents; (b) Debt of the Borrower or Subsidiary Guarantor under Capital Leases and Debt incurred to finance the acquisition, construction or improvement of any fixed or capital assets other than Properties described on Schedule 9.9 to in clauses (a) — (e) of the Disclosure Letter definition of “Oil and any extensionsGas Properties” (whether or not constituting purchase money Debt); provided, renewals or refinancings of such existing Debt so long as (i) however, that the principal aggregate amount of all such Debt after such renewal, extension or refinancing at any one time outstanding shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing$12,000,000; (c) Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities Guarantor associated with bonds or surety obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created required by Governmental Requirements in connection with the operation of the Oil and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and Gas Properties or (ii) that each counterparty to such Hedge Agreement shall be a Lender required in connection with the performance of contracts and (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borroweriii) incurred in the ordinary course of business; (d) endorsements of negotiable instruments for collection in the ordinary course of business; (e) Debt under the Second Lien Term Loan Documents, the principal amount of which Debt does not exceed the applicable amount set forth in the Intercreditor Agreement; (f) intercompany Debt between the Borrower and a Subsidiary that is a Subsidiary Guarantor or between Subsidiaries that are Subsidiary Guarantors; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Subsidiary Guarantor, and, provided further, that any such Debt owed by either the Borrower or a Subsidiary Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guarantee and Collateral Agreement; (g) Debt in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptance and performance and surety bonds provided by the Borrower or any Subsidiary Guarantor in the ordinary course of business; (h) Debt of the Borrower or Subsidiary Guarantor consisting of obligations to pay insurance premiums; (i) unsecured Debt of the Borrower or any Subsidiary Guarantor evidenced by bonds, debentures, notes or other similar instruments (including any Permitted Refinancing Debt in respect thereof); 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 or puts triggered upon change in control, sale of all or substantially all assets and certain asset sales, in each case which are customary with respect to such type of Debt, (iii) the aggregate principal amount of such Debt shall not exceed $500,000,000, (iv) the agreements and instruments governing such Debt shall not contain (A) any financial maintenance covenants that are more restrictive than those in this Agreement or any other affirmative or negative covenants that are, taken as a whole, materially more restrictive than those set forth in this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (A), (B) any restriction on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents (other than as to the maximum principal amount of Debt to be incurred hereunder), (C) any restrictions on the ability of any Subsidiary of the Borrower to guarantee the Indebtedness to the extent the Indebtedness is permitted thereunder, provided that a requirement that any such Subsidiary also guarantee such Debt shall not be deemed to be a violation of this clause (C), or (D) any restrictions on the ability of any Subsidiary or the Borrower to pledge assets as collateral security for the Indebtedness to the extent the Indebtedness is permitted thereunder, and (v) until such time as the obligations under the Second Lien Term Loan Documents are repaid in full, the net proceeds of such Debt are applied to repay the obligations under the Second Lien Term Loan Documents; (j) [Intentionally Omitted]; and (lk) In addition to the other Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth Borrower or Subsidiary Guarantor in an aggregate principal amount not to exceed $30,000,000 at any one time outstanding. For the avoidance of doubt, when calculating the amount of Debt for purposes of determining compliance with clause (b), (i) or (k) above, such calculation shall not include any guarantee by a Credit Party in respect of other Debt already included in such calculation.

Debt. The Borrower will notOther than the Debt, nor will it the Loan Parties obligations under the Subordinate Notes, and a Permitted Guaranty, Borrowers shall not and shall not permit any Subsidiary of the Borrower toother Loan Party to create, incur, create, guaranty or assume or permit to exist any Debt, except: debt (aincluding without limitation Guaranteed Indebtedness) Debt to the Lenders pursuant to the Loan Documents; (b) Debt described on Schedule 9.9 to the Disclosure Letter and any extensions, renewals or refinancings of such existing Debt so long as other than (i) the principal amount of such Debt after such renewal, extension Permitted Trade Payables or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt FF&E Financings, in an aggregate amount not to exceed the Maximum Permitted Trade Payables/FF&E Financings. Borrowers shall not and shall not allow any Loan Party to permit any trade payables (including but not limited to Permitted Trade Payables) to be secured by outstanding for more than sixty (60) days. BHOC, BHAC and Bristol shall not modify the terms of the Acquisition Facility in any assets way which limits the ability or right of any Loan Party to (w) amend, restate or satisfy the terms and conditions of this Agreement or the other than assets securing such Loan Documents, (x) refinance, prepay or repay the Debt, if any(y) acquire, prior to loan or dispose of any property or other asset, or any interest therein, or acquire or enter into, or provide any services under any Property Management Agreement or other management agreement or (z) otherwise conduct such renewalLoan Party's business, extension or refinancing; (c) Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt incurred except in the ordinary course case where the consequences, direct or indirect, of business with respect to surety and appeal bondsany violation of this covenant could not reasonably be expected to, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt of the Borrower either individually or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) cause a Material Adverse Change. Notwithstanding the foregoing, without the consent of the Borrower’s Tangible Net Worth; (f) Debt of Administrative Agent and the Borrower Requisite Lenders, which consent may be withheld in their sole discretion, no Permitted Pledge or any Subsidiary of Permitted Guaranty may be amended, restated, supplemented or otherwise modified except that Administrative Agent and the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, Requisite Lenders will not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued unreasonably withhold their consent to the Borrower modification of a Permitted Pledge or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for a Permitted Guaranty if the purpose of hedging actual risk such modification is to cure any ambiguity or to correct any provisions thereof which may be defective; provided, that such modification shall not adversely affect in any material respect the interest of any Lender. Borrowers shall and not for speculative purposes shall cause all other Loan Parties to make all payments due pursuant to any FF&E Financings when same are due and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandingpayable.

Debt. The Borrower will notNot, nor will it and not permit any Subsidiary of the Borrower other Loan Party to, create, incur, create, assume or permit suffer to exist any Debt, except: (a) Debt to Obligations under this Agreement and the Lenders pursuant to the other Loan Documents; (b) Debt described on Schedule 9.9 of any Guarantor owing to the Disclosure Letter and Company or to any extensionsother Guarantor; provided, renewals or refinancings of such existing Debt so long as (i) that, to the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) extent such Debt shall not be secured evidenced by any assets other than assets securing note or instrument, upon the written request of the Administrative Agent, such Debtinstrument shall be a demand note in form and substance reasonably satisfactory to the Administrative Agent and delivered to the Administrative Agent pursuant to the Collateral Documents, if any, prior and the obligations under such demand note shall be subordinated to such renewal, extension or refinancingthe Obligations of the Company hereunder in a manner reasonably satisfactory to the Administrative Agent; (c) Debt of Subordinated Debt, provided, that (A) immediately before and after (on a Subsidiary Guarantor owed Pro Forma Basis acceptable to the Borrower Administrative Agent and supported by such certificates required by the Administrative Agent) the incurrence of any such Subordinated Debt, no Unmatured Event of Default or another Subsidiary Guarantor; provided that such Debt must according to its terms Event of Default shall exist and the Company shall be fully subordinate in compliance on a Pro Forma Basis with all respects to any financial and other covenants contained herein as of the date of incurrence of such Subsidiary Guarantor’s indebtednessSubordinated Debt and (B) all agreements, liabilities or obligations documents and instruments relating to such Subordinated Debt shall have been delivered to and approved by the Administrative Agent and the Required Lenders pursuant prior to any Loan Documentthe incurrence of such Subordinated Debt; (d) Guarantees Hedging Obligations; (e) Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased (and as such amount is reduced from time to time) and no modifications of the terms thereof which are less favorable to the Company or more restrictive on the Company in any material manner shall be permitted; (f) Contingent Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Permitted Acquisitions and purchasers in connection with dispositions permitted under Section 11.4; (g) Earnouts with respect to Permitted Acquisitions made by the Company; (h) trade accounts payable and accrued expenses arising in the ordinary course which are current or past due only in an amount which is not material in the aggregate for the Company and its Subsidiaries on a consolidated basis, or which are being contested in good faith by appropriate proceedings and for which adequate reserves are maintained on the books of the Company; (i) Debt which is non-recourse to the Company or its Subsidiaries, provided, that, the aggregate amount of such non-recourse Debt does not exceed $20,000,000 and such non-recourse terms and the other terms of such financing are reasonably acceptable to the Administrative Agent; (j) Debt incurred to finance insurance premiums in the ordinary course of business consistent with past practices of the Company; (k) Debt of Subsidiaries and Joint Ventures which are not Guarantors owing to the Company or a Guarantor not exceeding at any time outstanding an aggregate amount equal to the book value of five percent (5%) of Total Assets; provided, that, any such Debt shall reduce, dollar for dollar, the available transactions permitted by Section 11.10(p); (l) Debt represented by Facility Leases, Ordinary Course Equipment Leases and Facility Management Agreements; (m) Debt other than as described in clauses (a) through (l) above and (n) through (s) below not exceeding an aggregate amount equal to the book value of five percent (5%) of Total Assets; provided, that, not more than 50% of the Debt incurred or otherwise outstanding pursuant to this clause (m) may be secured by Permitted Liens; (n) intercompany Debt arising pursuant to Investments permitted under Section 11.10; (o) Debt arising from Ordinary Course Capital Leases; (p) Debt for bank overdrafts or returned items incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f)that are promptly repaid; (e) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (iq) unsecured Debt arising underowing to banks or other financial institutions under credit cards issued to officers and employees for, created by and consisting of Hedge Agreementsconstituting, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions business-related expenses in the ordinary course of business of business; provided, that, such Debt is extinguished within ninety (90) days after the Borrower or a Subsidiary of the Borrowerincurrence thereof; (kr) Debt consisting representing deferred compensation to employees of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) any Loan Party incurred in the ordinary course of business; and (ls) In addition obligations arising under indemnity agreements to title insurers to cause such title insurers to issue the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandingAdministrative Agent title insurance policies required hereunder.

Debt. The No Borrower will notshall, nor will it shall any Borrower permit any Subsidiary of its Subsidiaries or the Borrower LS&Co. Trust to, directly or indirectly create, incur, create, assume or permit suffer to exist any Debt, except: (a) in the case of LS&Co, (i) Debt owed to LSFCC or any Subsidiary, which Debt, if owed to any Guarantor or Limited Guarantor, (A) shall constitute Pledged Debt and (B) shall be evidenced by promissory notes in form and substance satisfactory to the Lenders Agent, shall be subordinated in right of payment to the payment in full of the Obligations and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Agent pursuant to the terms of the Pledge and Security Agreement; (ii) Debt of LS&Co issued in a Capital Markets Transaction provided such Debt is unsecured and such Debt does not have a stated maturity date or required principal payments earlier than six months after the Stated Termination Date; (iii) Guarantees of LS&Co under the LS&Co. Trust Agreement, provided that the investment activities of the LS&Co. Trust are in compliance with the Investment Policies; and (iv) Guarantees of LS&Co in respect of the obligations of Guarantors or Limited Guarantors arising under or in connection with Selected Revolving Lender Cash Management Services; (b) in the case of Subsidiaries specified in this Section 7.15(b), (i) Debt owed to LS&Co by LSFCC or any Guarantor or Debt owed to any Guarantor or any Limited Guarantor by another Guarantor, which Debt (A) shall constitute Pledged Debt and (B) shall, except in the case of redeemable preferred stock, be evidenced by promissory notes in form and substance satisfactory to the Agent, shall be subordinated in right of payment in full of the Obligations, and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Agent pursuant to the terms of the Pledge and Security Agreement; (ii) Debt owed to any Limited Guarantor by any Guarantor or another Limited Guarantor; (iii) Debt owed to any Foreign Subsidiary by any Guarantor, any Limited Guarantor or another Foreign Subsidiary; (c) in the case of LS&Co and Subsidiaries specified in this Section 7.15(c), (i) Debt of LS&Co and its Subsidiaries outstanding on the Original Closing Date and listed on Schedule 6.9; (ii) Debt of LS&Co and its Subsidiaries under the Loan Documents; (biii) Debt described of LS&Co and its Subsidiaries (other than LSFCC) secured by Liens permitted by Section 7.13(c) not to exceed in the aggregate $50,000,000 at any time outstanding; (iv) Debt of LS&Co, LSIFCS or any Material Domestic Subsidiary in respect of Ordinary Course Hedge Agreements and consistent with prudent business practice, provided that the aggregate Hedge Termination Value of all such Ordinary Course Hedge Agreements with third parties under which LS&Co, LSIFCS or any Material Domestic Subsidiary would be required to make a payment on Schedule 9.9 to termination thereof does not exceed in the Disclosure Letter and any extensions, renewals or refinancings of such existing Debt aggregate $75,000,000; (v) so long as the Minimum Intercompany Transaction Requirement is met, Debt of LS&Co and its Subsidiaries (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior LSFCC) to such renewal, extension or refinancing; (c) Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt incurred LSIFCS in the ordinary course of business with respect and Debt of LSIFCS to surety LS&Co and appeal bonds, performance and return-of-money bonds, banker’s acceptances and any of its other similar obligations including those Subsidiaries (other than LSFCC) in the ordinary course of the type described in Section 11.2(f)business; (evi) Debt of LS&Co under an IP Facility, provided an Intercreditor Agreement in form and substance satisfactory to the Borrower or any Subsidiary Lenders is executed in connection with such IP Facility; (vii) Debt of LS&Co and its Subsidiaries (other than LSFCC) in the Borrower constituting purchase money form of Real Estate Financing Transactions, provided the aggregate principal amount of all Debt permitted under this Section 7.15(c)(vii) and Section 7.15(c)(viii) (including Capital Lease Obligationsall such Debt existing on the Original Closing Date and listed on Schedule 6.9) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, does not exceed in the aggregate, not to exceed aggregate $175,000,000 at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worthoutstanding; (fviii) Debt of LS&Co and its Subsidiaries (other than LSFCC) in the Borrower or any Subsidiary form of Equipment Financing Transactions, provided the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, amount of all Debt permitted under this Section 7.15(c)(viii) and Section 7.15(c)(vii) (including all such Debt existing on the Original Closing Date and listed on Schedule 6.9) does not to exceed in the aggregate $175,000,000 at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worthoutstanding; (gix) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf Ordinary Course Hedge Agreements between LS&Co and its Subsidiaries (other than LSFCC) and between LSIFCS and any other Subsidiaries of LS&Co (other than LSFCC) in the Borrower or any Subsidiary ordinary course of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiarybusiness; (hx) Debt secured by the Liens permitted by Section 11.2(d) customary unsecured indemnification obligations and Section 11.2(e)other unsecured Guarantees of LS&Co incurred in connection with any Permitted Foreign Receivables Transaction or any Foreign Inventory Transaction; (ixi) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, LS&Co to any of its Subsidiaries (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereofother than LSFCC) or shall be rated at least AA- by Standard and Poor’s Rating Service of any of its Subsidiaries (other than LSFCC) to any of its Subsidiaries (other than LSFCC) in connection with the purchases of inventory or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions raw materials in the ordinary course of business of in an amount not to exceed the Borrower or a Subsidiary of the Borrowerpurchase price thereof and any related servicing fees; (kxii) Debt consisting of commercial letters LS&Co and its Subsidiaries arising from the honoring of credit a check, draft, wire transfer or similar instrument against insufficient funds; provided that such Debt is unsecured other than by a Lien permitted pursuant to Section 7.13(l) or is supported by a Letter of Credit; (xiii) so long as the Minimum Intercompany Transaction Requirement is met, Debt of LS&Co to any of its Subsidiaries and reimbursement obligations therefor Debt of any of its Subsidiaries to LS&Co or to any of its other Subsidiaries (other than LSFCC); (xiv) Debt of LS&Co to any of its Subsidiaries and Guarantees Debt of such reimbursement obligations by any of its Subsidiaries to LS&Co or to any of the Borrower) its other Subsidiaries incurred in the ordinary course of business; andconnection with a Disposition permitted under Sections 7.17(e) and 7.17(m); (lxv) In Debt of any Foreign Subsidiary to any Person other than LS&Co or any of its Subsidiaries; (xvi) in addition to the Debt described in the foregoing clauses (aSections 7.15(c)(i)-(xv) through (k)and without duplication, Debt (including with respect to standby letters other than Debt under Ordinary Course Hedge Agreements) of creditLS&Co and its Subsidiaries (other than LSFCC), provided that the sum, without duplication, of the aggregate principal amount of all Debt outstanding at any time under this Section 7.15(c)(xvi) which does and Section 7.15(c)(xvii) shall not exceed twenty five percent $150,000,000 at any time; (25%xvii) Debt (other than Debt under Ordinary Course Hedge Agreements) of the Borrower’s Tangible Net Worth LSFCC not exceeding $10,000,000 in aggregate principal amount at any time outstanding; (xviii) Capital Leases of LS&Co, LSFCC, any Guarantor or any Limited Guarantor not exceeding $75,000,000 in aggregate principal amount at any time outstanding; and (xix) obligations of LS&Co to purchase Equity Interests from present or former employees, directors or other recipients (and their beneficiaries) of such Equity Interests under LS&Co’s incentive compensation plans and agreements as provided under such plans and agreements; provided, however, that for all purposes under this Section 7.15 all direct and indirect references to “Limited Guarantors” shall exclude foreign branches of Limited Guarantors; provided further, that (i) the requirements of this Section 7.15 shall not apply during any Minimum Excess Availability Period (so long as after giving effect to any proposed Debt, Availability would not be less than $25,000,000), and (ii) no Default or Event of Default shall be deemed to have occurred following any Minimum Excess Availability Period based solely on any Debt created, incurred or assumed during any Minimum Excess Availability Period and any such Debt shall not be taken into account when applying the dollar limitations set forth in this Section 7.15.

Debt. The Borrower Each of the Borrowers will not, nor and will it not permit any Subsidiary of the Borrower its Subsidiaries (other than Non-Recourse Subsidiaries) to, incur, create, assume or permit to exist any Debt, except: (a) Debt of the BORROWERS and its Subsidiaries to the Lenders Banks pursuant to the Loan Documents and Debt of Falcon Drilling to the Acquisition Loans Banks pursuant to the Acquisition Loans Documents; (b) Existing Debt described on Schedule 9.9 to identified in the Disclosure Letter Form 10-Q of Falcon Drilling for the quarter ended June 30, 1996, and any extensionsrenewals, renewals extensions or refinancings of any of such existing Debt so long as (ireferred to in this Section 9.1(b) which do not increase the outstanding principal amount of such Debt after such renewal, extension or refinancing shall and the terms and provisions of which are not exceed materially more onerous than the principal amount terms and conditions of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancingon the Closing Date; (c) Purchase money Debt secured by purchase money Liens, which Debt and Liens are permitted under and meet all of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any requirements of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to clause (g) of the Agent and the Lenders pursuant to any Loan Documentdefinition of Permitted Liens; (di) Guarantees and other Intercompany Debt between the BORROWERS incurred in the ordinary course of business or consistent with respect to surety prudent business practices; provided, however, that any and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those all of the type described Debt permitted pursuant to this Section 9.1(d) shall be unsecured, and, if evidenced by instruments, shall be evidenced by instruments satisfactory to the Agent which will be pledged to the Agent for the benefit of the Banks pursuant to a security agreement in Section 11.2(fform and substance satisfactory to the Agent (except if and to the extent that such a pledge would give the holders of the Senior Notes the contract right to also obtain the benefit of such a pledge); (e) Debt under Currency Hedge Agreements and Interest Rate Protection Agreements, provided that (i) each counterparty shall be rated in one of the Borrower two highest rating categories of Standard and Poor's Corporation or Moodx'x Xxxestors Service, Inc. and (ii) the aggregate notional amount (as to all BORROWERS and their Subsidiaries, other than Non-Recourse Subsidiaries) of all Currency Hedge Agreements and Interest Rate Protection Agreements to which any BORROWER or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, its Subsidiaries is a party shall not to exceed $10,000,000 at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worthoutstanding; (f) Debt of the Borrower any BORROWER or any Subsidiary of its Subsidiaries incurred in the Borrower ordinary course of the type described business in clause (l) respect of the definition of Debtperformance bonds, such Debt, surety bonds and appeal bonds in an aggregate principal or principal equivalent amount, amount (as to all BORROWERS and their Subsidiaries) not to exceed $5,000,000 at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worthoutstanding; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or Person who becomes a Subsidiary of Falcon Drilling pursuant to a transaction permitted by this Agreement occurring after the Borrower; (k) Closing Date, which Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition was outstanding prior to the date on which such Subsidiary was acquired (other than Debt described incurred as a result of, or in the foregoing clauses (a) through (kanticipation of, such transaction), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstanding.;

Debt. The Borrower will notNot, nor will it and not permit any Subsidiary of the Borrower to, create, incur, create, assume or permit suffer to exist any Debt, except: (a) Debt to Obligations under this Agreement and the Lenders pursuant to the Loan other Investment Documents; (b) Debt described on Schedule 9.9 to the Disclosure Letter secured by Liens permitted by Section 7.2(d), and any extensions, renewals or and refinancings of such existing Debt so long as (i) thereof; provided that the principal aggregate amount of all such Debt after such renewal, extension or refinancing at any time outstanding shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing$2,000,000; (c) Debt of a the Companies to any Wholly-Owned Domestic Subsidiary Guarantor owed or Debt of any Wholly-Owned Domestic Subsidiary to the Borrower Companies or another Wholly-Owned Domestic Subsidiary Guarantorof the Companies; provided that that, if requested by Agent, such Debt must according shall be evidenced by a demand note in form and substance reasonably satisfactory to its terms be fully subordinate in all respects Agent and pledged and delivered to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations Agent pursuant to the Agent Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the Lenders pursuant obligations under such demand note shall be subordinated to any Loan Documentthe Obligations hereunder in a manner reasonably satisfactory to Agent; (d) Guarantees Hedging Obligations for bona fide hedging purposes (and other not for speculation); (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) Debt incurred at any time following consummation of the Closing Date Transactions in the form of or otherwise pursuant to a revolving credit facility from a lender or lenders, in amounts and with documentation and terms reasonably acceptable to Agent, so long as such Debt is at all times subject to an intercreditor agreement acceptable to Agent; (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) In amounts acceptable to the Agent, (i) (A) Permitted Seller Debt and (B) Debt of a Subsidiary of a Company acquired pursuant to a Permitted Acquisition (or Debt of a Target assumed at the time of a Permitted Acquisition of such Target) so long as, in each case, such Debt was not incurred in contemplation of such Permitted Acquisition; (i) Contingent Obligations arising under guarantees by a Note Party of Debt or other obligations of any other Note Party (other than Parent), 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; (j) Debt consisting of unpaid insurance premiums (not in excess of one (1) year’s premiums) owing to insurance companies and insurance brokers incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) unsecured guarantees (i) made in the ordinary course of business with respect to appeal bonds; (ii) made in the ordinary course of business with respect to surety and appeal bonds, customs bonds, performance and return-of-money bonds, banker’s acceptances bid bonds, completion guarantees and other similar obligations including those of the type described in Section 11.2(f); (e) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debtobligations, in each case to the aggregateextent such bonds, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower guarantees or any Subsidiary of the Borrower of the type described in other obligations are permitted under clause (l) below, or (iii) arising as a result of the definition customary indemnification obligations to purchasers that are not Affiliates of Debt, such Debt, a Note Party in aggregate principal or principal equivalent amount, not to exceed at connection with any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worthdisposition permitted by Section 7.5 hereof; (gl) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions indebtedness incurred in the ordinary course of business of the Borrower or a Subsidiary of the Borrowerunder (i) appeal bonds and (ii) surety bonds, customs bonds, performance bonds, bid bonds, completion guarantees and similar obligations in an aggregate amount, with respect to this clause (ii), not to exceed $750,000 at any time outstanding; (km) unsecured Debt consisting of commercial letters Parent owing to former employees, officers, or directors (or any spouses, former spouses, or estates of credit any of the foregoing) of Parent, the Companies and reimbursement obligations therefor their Subsidiaries to finance the repurchase by Parent of equity interests of Parent that have been issued to such Persons upon the death or separation from employment thereof, so long as (i) no Event of Default has occurred and Guarantees is continuing at the time of issuance or would result from the incurrence of such reimbursement Debt and (ii) the aggregate amount of all such Debt outstanding at any one time does not exceed $1,000,000; (n) unsecured indebtedness representing deferred compensation or similar obligations by Subsidiaries of the Borrower) to employees, officers and directors incurred in the ordinary course of business; (o) [reserved]; (p) [reserved]; (q) Debt in connection with permitted intercompany advances, loans and capital contributions permitted by Section 7.11(q) below; (r) Contingent payment obligations and contingent liabilities in respect of customary indemnification obligations and customary post-closing adjustments or “true-ups” of purchase price in connection with any Permitted Acquisition; (s) accrued unpaid management fees, in an aggregate amount not to exceed $750,000 per Fiscal Year, to the extent not permitted to be paid pursuant to Section 7.4(h); and (lt) In other unsecured Debt, in addition to the Debt described listed above, in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does an aggregate outstanding amount not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandingexceeding $2,000,000.

Debt. The Neither the Parent MLP nor the Borrower will not, nor will it permit any Subsidiary of the Borrower to, other Restricted Subsidiaries will incur, create, assume or permit suffer to exist any Debt, except: (a) Debt to the Lenders pursuant to Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents; (b) Debt described of the Borrower and the Restricted Subsidiaries existing on the Closing Date that is reflected in the Financial Statements or on Schedule 9.9 to the Disclosure Letter 9.02(b), and any extensionsrefinancings, renewals or refinancings of such existing Debt so long as extensions (ibut not increases) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancingthereof; (c) Debt accounts payable (for the deferred purchase price of a Subsidiary Guarantor owed Property or services) from time to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt time incurred in the ordinary course of business with respect which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Capital Leases (as required to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those be reported on the financial statements of the type described in Section 11.2(f)Borrower pursuant to GAAP) not to exceed $10,000,000; (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) Oil and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net WorthGas Properties; (f) intercompany Debt of among the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or any Subsidiary one of the Guarantors, and, provided further, that any such Debt owed by either the Borrower of or a Guarantor shall be subordinated to the type described Indebtedness on terms set forth in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net WorthGuarantee Agreement; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; (h) purchase money Debt in respect of property acquired by the Borrower and the Restricted Subsidiaries; provided that the aggregate principal or face amount of all Debt secured under this Section 9.02(h) shall not exceed $10,000,000 at any time; (i) Permitted Subordinate Debt; provided, that contemporaneously with any issuance or incurrence thereof (i) the Borrowing Base shall be automatically reduced pursuant to and in accordance with Section 2.08(f) and (ii) the Borrower shall make any mandatory prepayment required by Section 2.07(b)(iii), if applicable; (j) Permitted Senior Debt; provided, that immediately prior to the issuance or incurrence thereof the Mortgaged Properties shall have a PV9% value of not less than the required Minimum Collateral Value; provided further, contemporaneously with any issuance or incurrence thereof (i) the Borrowing Base shall be automatically reduced pursuant to and in accordance with Section 2.08(f) and (ii) the Borrower shall make any mandatory prepayment required by Section 2.07(b)(iii), if applicable; (k) guarantees of Debt of the Parent MLP, the Borrower or any other Restricted Subsidiary otherwise permitted under this Section 9.02; (l) other Debt not to exceed $20,000,000 in the aggregate at any one time outstanding; and (lm) In addition to the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandingPreferred Stock.

Debt. The Borrower Each Issuer covenants that it will not, nor will it and not permit any Subsidiary of the Borrower its Subsidiaries to, incur, create, assume or permit suffer to exist any Debt, except: (ai) Debt to Obligations under this Agreement, the Lenders pursuant to Notes and the Loan other Transaction Documents; (bii) Obligations under the Credit Agreement in an aggregate outstanding principal amount of $20,000,000 for the revolving credit facility thereunder and $30,000,000 for the term loan facility thereunder, but only if such obligations are subject to the Intercreditor Agreement and the Intercreditor Agreement is in full force and effect; (iii) Debt described on Schedule 9.9 to the Disclosure Letter secured by Liens permitted by paragraph 6C(iv), and any extensions, renewals or and refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing; (c) Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantorthereof; provided that such Debt must according to its terms be fully subordinate in shall not exceed the cost of the applicable property being leased or acquired and that the aggregate amount of all respects to such Debt at any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Documenttime outstanding shall not exceed $500,000; (div) Guarantees Debt of the Company to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to the Company or another domestic Wholly-Owned Subsidiary; provided that such Debt shall be subordinated to the obligations of the Issuers and the Guarantors under this Agreement, the Notes and the other Transaction Documents, in a manner reasonably satisfactory to the Required Holder(s); (v) Subordinated Debt; (vi) Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (vii) Contingent Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Acquisitions permitted under paragraph 6F; and purchasers in connection with dispositions permitted under paragraph 6F; (viii) other unsecured Debt, in addition to the Debt incurred listed above, in an aggregate outstanding amount not at any time exceeding $250,000; (ix) Accounts payable and trade debt arising in the ordinary course of the business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f)Company or one of its Subsidiaries; (ex) Debt Any non-recourse obligation of the Borrower Company or any Subsidiary one of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt its Subsidiaries arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred discounting transaction in the ordinary course of business; and (lxi) In addition to Obligations under the Debt described in Existing Prudential Notes and the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandingExisting Note Agreement.

Debt. The Borrower will not, nor and will it not permit any Subsidiary of the Borrower to, incur, create, assume or permit suffer to exist any Debt, except: (a) Debt to the Lenders pursuant to Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents;. (b) Debt described of the Borrower and its Subsidiaries existing on Schedule 9.9 to the Disclosure Letter date hereof that is reflected in the Financial Statements, including the Existing Senior Notes, and any extensions, renewals or refinancings of such existing Permitted Refinancing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing;in respect thereof. (c) Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtednessaccounts payable and accrued expenses, liabilities or other obligations to pay the Agent and the Lenders pursuant deferred purchase price of Property or services, from time to any Loan Document; (d) Guarantees and other Debt time incurred in the ordinary course of business which are not greater than ninety (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 respect to GAAP. (d) Debt associated with bonds or surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those required by Governmental Requirements in connection with the operation of the type described in Section 11.2(f);Oil and Gas Properties. (e) intercompany Debt of between the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any Subsidiary of such Debt owed by either the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth;Guaranty Agreement. (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and. (lg) In addition Permitted Additional Senior Notes issued by the Borrower provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt described (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than five years after its issuance, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents (v) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies and (vi) the Borrowing Base is reduced as pursuant to Section 2.07(f) and prepayment is made to the extent required by Section 3.04(c)(iv); and any Permitted Refinancing Debt in respect thereof. (h) Indebtedness of Borrower in respect of guarantee obligations of Subsidiaries which do not in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not aggregate exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount $50,000,000 at any one time outstanding. (i) Non-Recourse Debt of (i) the Riley Ridge SPV not to exceed $300,000,000 and (ii) other Subsidiaries not to exceed $100,000,000 in the aggregate at any one time outstanding. (j) other Debt not to exceed $40,000,000 in the aggregate at any one time outstanding.

Debt. The Borrower will not, nor will it permit any Subsidiary of the Borrower to, incur, create, assume incur or permit suffer to exist any Debt, except: (ai) Debt to of the Lenders pursuant to Borrower under the Loan Documents; (bii) Debt described in existence on the date hereof, as set forth on Schedule 9.9 to the Disclosure Letter and any extensions, renewals or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing3; (ciii) trade Debt of a Subsidiary Guarantor owed incurred to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtednessacquire goods, liabilities or obligations to the Agent supplies, and the Lenders pursuant to any Loan Document; (d) Guarantees services and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f)business; (eiv) Subordinated Indebtedness incurred either (a) to refinance all or a portion of the Loans as long as all proceeds are used to repay the Loans or (b) to refinance Subordinated Indebtedness outstanding, provided such refinancing occurs substantially simultaneously with the repayment of such outstanding Subordinated Indebtedness, and provided further that all such Subordinated Indebtedness permitted under this subsection (iv) does not mature prior to the maturity of Loans remaining outstanding; (v) Debt, including contingent liabilities and medium-term notes, that is pari passu with the Loans outstanding hereunder, but only if and so long as (a) either S&P or Xxxxx'x has issued a Rating of BBB- or Baa3, as applicable, and (b) the repayment terms, covenants and events of default applicable to such pari passu Debt are not more favorable to the lenders thereof than the repayment terms, covenants and events of default applicable to the Loans; (vi) Debt of the Borrower under operating leases for real or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, personal property used in the aggregateBorrower's business as presently conducted; (vii) Capitalized Leases incurred subsequent to October 3, 1997 not to exceed at any time an in aggregate principal amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth$5,000,000; (fviii) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from The endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower's business as presently conducted; (kix) Debt consisting non-recourse Debt; (x) interest-rate protection agreements not to exceed in aggregate amount the sum of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries a) an amount equal to 100% of the Borrowerunpaid principal balance of all Mortgage Loans and (b) incurred in the ordinary course of businessoutstanding Loans hereunder; and (lxi) In addition Debt incurred by a Subsidiary as a result of its position as a general partner in a limited partnership which has borrowed amounts from the Borrower pursuant to the Debt described in the foregoing clauses (a) through (kSection 8.9(ii), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstanding.

Debt. The Borrower will not, nor and will it not permit any Subsidiary of the Borrower Guarantors to, incur, create, assume or permit suffer to exist any Debt, exceptexcept the following: (a) Debt to the Lenders pursuant to Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents; (b) Debt under Capital Leases and Debt incurred to finance the acquisition, construction or improvement of any fixed or capital assets other than Properties described on Schedule 9.9 to in clauses (a) — (e) of the Disclosure Letter definition of “Oil and any extensionsGas Properties” (whether or not constituting purchase money Debt); provided, renewals or refinancings of such existing Debt so long as (i) however, that the principal aggregate amount of all such Debt after such renewal, extension or refinancing at any one time outstanding shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing$2,500,000; (c) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent Oil and the Lenders pursuant to any Loan DocumentGas Properties; (d) Guarantees and other Debt incurred endorsements of negotiable instruments for collection in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f)business; (e) Debt under the Second Lien Term Loan Documents, the principal amount of which Debt does not exceed the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, applicable amount set forth in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net WorthIntercreditor Agreement; (f) intercompany Debt of between the Borrower and a Subsidiary that is a Guarantor or between Subsidiaries that are Guarantors; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor, and, provided further, that any Subsidiary of such Debt owed by either the Borrower of or a Guarantor shall be subordinated to the type described Indebtedness on terms set forth in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net WorthGuarantee and Collateral Agreement; (g) Debt constituting obligations to reimburse worker’s in respect of workers’ compensation claims, self-insurance companies for claims paid obligations, bankers’ acceptance and performance and surety bonds provided by such companies on behalf of the Borrower or any Subsidiary Guarantor in the ordinary course of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiarybusiness; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e)consisting of obligations to pay insurance premiums; (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, reimbursement obligations of the Credit Parties in respect of the BNP Paribas Letter of Credit; provided that (i) such Hedge Agreements the amount thereof shall have been entered into for the purpose of hedging actual risk and not for speculative purposes exceed $7,000,000, and (ii) that each counterparty such BNP Paribas Letter of Credit shall have been cancelled or otherwise terminated on or prior to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors ServiceJanuary 8, Inc.2010; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in under the ordinary course of business of the Borrower or a Subsidiary of the Borrower;Acquisition Escrow Notes; and (k) other Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred not to exceed $2,500,000 in the ordinary course aggregate at any one time outstanding. For the avoidance of business; and doubt, when calculating the amount of Debt for purposes of determining compliance with clause (lb) In addition to the Debt described in the foregoing clauses (a) through or (k)) above, such calculation shall not include any guarantee by a Credit Party in respect of other Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth already included in aggregate principal amount at any time outstandingsuch calculation.

Debt. The Borrower will not, nor will it permit any Subsidiary of the Borrower toCreate, incur, createassume, assume or permit suffer to exist any recourse or nonrecourse Debt, except: (a) Debt to the Lenders pursuant to the Loan Documentsof Borrower under this Agreement; (b) Debt (if any) described on in Schedule 9.9 to the Disclosure Letter and any 4.4, but no renewals, extensions, renewals or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancingthereof; (c) Debt of a Subsidiary Guarantor owed Accounts payable to the Borrower trade creditors for goods or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate services and current operating liabilities (other than for borrowed money), in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt each case incurred in the ordinary course of business and paid within the required time, unless contested by Borrower in good faith and by appropriate proceedings; (d) Indebtedness of any Subsidiary of Borrower acquired pursuant to a Permitted Acquisition (or Indebtedness assumed by Borrower or any Subsidiary of Borrower pursuant to a Permitted Acquisition as a result of a merger or consolidation or the acquisition of an asset securing such Indebtedness) (the “Permitted Acquired Debt”), so long as (i) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, (ii) such Indebtedness does not constitute debt for borrowed money (except to the extent such Indebtedness cannot be repaid in accordance with respect its terms at the time of its assumption pursuant to surety such Permitted Acquisition, it being understood and appeal bondsagreed that capitalized lease obligations shall not constitute debt for borrowed money for purposes of this clause (ii) and (iii) at the time of such Permitted Acquisition, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those such Indebtedness does not exceed 25% of the type described in Section 11.2(f)total value of the assets of the Subsidiary so acquired, or of the assets so acquired, as the case may be; (e) Debt of the Borrower Interest rate protection agreements required or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth;under this Agreement; and (f) Unsecured Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, an amount not to exceed at any time an aggregate dollar amount equal to twenty percent (20.0%) of $500,000 during the initial term of the Borrower’s Tangible Net Worth; (g) Revolving Loan, such Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies be on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued terms and conditions satisfactory to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandingAgent.

Debt. The Borrower will not, nor and will it not permit NCI, NCH or any Restricted Subsidiary of the Borrower to, incur, create, assume or permit to exist any Debt, except: (a1) Debt to the Lenders pursuant to the Loan Documents; (b2) Subordinated Debt described on Schedule 9.9 of NCH and/or NCI not to exceed $300,000,000 in aggregate principal amount at any time outstanding; provided, the net proceeds of such Subordinated Debt shall be contributed to the Disclosure Letter and any extensionsBorrower as common equity; provided, renewals or refinancings further, that no cash payment of interest on such Subordinated Debt shall be made (other than payments of interest made from the proceeds of such existing Subordinated Debt so long as deposited in an escrow account in accordance with Section 9.4 below) until (i) the principal amount Borrower has reported two consecutive fiscal quarters of such Debt after such renewal, extension or refinancing shall not exceed positive EBITDA (as demonstrated in the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing Compliance Certificates and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing; (c) Debt of a Subsidiary Guarantor owed the related financial statements delivered to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Administrative Agent and the Lenders pursuant to any Sections 8.1(a), (b) and (c)) and (ii) the Interest Coverage Ratio is at least equal to 1.00:1.00 on a pro forma basis after giving effect to such payment; provided, further, that no repayment of principal on such Subordinated Debt shall be made prior to the Term Loan DocumentMaturity Date or the Revolving Credit Commitment Termination Date; (d3) Guarantees intercompany Debt between or among the Borrower and other Debt any of its Wholly-Owned Subsidiaries incurred in the ordinary course of business with respect to surety and appeal bonds(including, performance and returnwithout limitation, Debt owed by the Wholly-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt Owned Subsidiaries of the Borrower or to the Borrower in connection with loans of proceeds of the Loans made by the Borrower to such Wholly-Owned Subsidiaries, the proceeds of which loans are used for the purposes permitted by Section 2.11), subject to the following requirements: any and all of the Debt permitted pursuant to this Section 9.1(c) shall be unsecured, shall be evidenced by instruments satisfactory to the Administrative Agent which will be pledged to the Administrative Agent for the benefit of the Agents, the Lenders and the Lender Counterparties and shall be subordinated to the Obligations pursuant to a subordination agreement in form and substance satisfactory to the Administrative Agent, provided, however, that temporary advances made from time to time in the ordinary course of business not to exceed $100,000 in aggregate principal amount at any time owing by any Wholly-Owned Subsidiary of the Borrower constituting to the Borrower shall not be required to be so evidenced, pledged or subordinated; (4) unsecured Debt under the Interest Rate Protection Agreements required to be maintained by Section 8.12, provided, however, that Debt thereunder may be secured if such Debt constitutes a part of the Obligations; (5) (i) existing Debt 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 and the terms and provisions of which are not materially more onerous than the terms and conditions of such Debt on the Restatement Effective Date, (ii) purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens, which Debt and Liens are permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) under and meet all of the Borrower’s Tangible Net Worth; (f) Debt requirements of the Borrower or any Subsidiary of the Borrower of the type described in clause (lg) of the definition of Permitted Liens contained in Section 1.1, 77 84 and (iii) additional unsecured Debt; provided, such Debthowever, that the aggregate principal amount of the Debt referred to in this Section 9.1(e) shall not exceed $50,000,000 in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstanding; and (1) (6) liabilities of the Borrower in respect of unfunded vested benefits under any Plan if and to the extent that the existence of such liabilities will not constitute, cause or result in a Default or an Event of Default.

Debt. The Borrower will not, nor will it permit any Subsidiary of Neither the Borrower to(nor following the Parent MLP IPO, the Parent MLP) nor any Restricted Subsidiary will incur, create, assume or permit suffer to exist any Debt, except: (a) Debt to the Lenders pursuant to Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents; (b) Debt described of the Borrower and its Restricted Subsidiaries existing on the Closing Date that is reflected in the Financial Statements or on Schedule 9.9 to the Disclosure Letter 9.02(b), and any extensionsrefinancings, renewals or refinancings of such existing Debt so long as extensions (ibut not increases) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancingthereof; (c) Debt accounts payable (for the deferred purchase price of a Subsidiary Guarantor owed Property or services) from time to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt time incurred in the ordinary course of business with respect which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Capital Leases (as required to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those be reported on the financial statements of the type described in Section 11.2(f)Borrower pursuant to GAAP) not to exceed $5,000,000; (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) Oil and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net WorthGas Properties; (f) intercompany Debt of among the Borrower, the Parent MLP and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or any Subsidiary one of the Guarantors, and, provided further, that any such Debt owed by either the Borrower of or a Guarantor shall be subordinated to the type described Indebtedness on terms set forth in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net WorthGuarantee Agreement; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; (h) purchase money Debt in respect of property acquired by the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries; provided that the aggregate principal or face amount of all Debt secured under this Section 9.02(h) shall not exceed $5,000,000 at any time; (i) Permitted Subordinate Debt; provided, that contemporaneously with any issuance or incurrence thereof (i) the Borrowing Base shall be automatically reduced pursuant to and in accordance with Section 2.08(f) and (ii) the Borrower shall make any mandatory prepayment required by Section 2.07(b)(iii), if applicable; (j) Permitted Senior Debt; provided, that immediately prior to the issuance or incurrence thereof the Mortgaged Properties shall have a PV9% of not less than the required Minimum Collateral Value; provided further, contemporaneously with any issuance or incurrence thereof (i) the Borrowing Base shall be automatically reduced pursuant to and in accordance with Section 2.08(f) and (ii) the Borrower shall make any mandatory prepayment required by Section 2.07(b)(iii), if applicable; (k) other Debt not to exceed $10,000,000 in the aggregate at any one time outstanding; and (l) In addition the Preferred Stock. provided, however that notwithstanding the forgoing, no Designated Borrowing Base Entity that is not a Guarantor may incur, create, assume or suffer to the exist any Debt described in the foregoing clauses (a) through (kother than Debt under Sections 9.02(a), Debt (including with respect to standby letters of creditc), (e) which does not exceed twenty five percent and (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandingg).

Debt. The Borrower will notNot, nor will it and not permit any Subsidiary of the Borrower other Loan Party to, create, incur, create, assume or permit suffer to exist any Debt, except: (a) Debt to Obligations under this Agreement and the Lenders pursuant to the other Loan Documents; (b) Debt described on Schedule 9.9 to the Disclosure Letter Debt, including Acquired Debt, consisting of Capitalized Leases and/or secured by Liens permitted by Section 11.2(d), and any extensions, renewals or and refinancings of such existing Debt so long as (i) thereof; provided that the principal aggregate amount of all such Debt after such renewal, extension or refinancing and Capitalized Rentals at any time outstanding shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing$10,000,000; (c) Debt of a the Company to any domestic Wholly-Owned Subsidiary Guarantor owed or Debt of any domestic Wholly-Owned Subsidiary to the Borrower Company or another Subsidiary Guarantordomestic Wholly-Owned Subsidiary; provided that that, upon the request of Administrative Agent, such Debt must according to its terms shall be fully subordinate evidenced by a demand note in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations form and substance reasonably satisfactory to the Administrative Agent and pledged and delivered to the Lenders Administrative Agent pursuant to any Loan Documentthe Collateral Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Company hereunder in a manner reasonably satisfactory to the Administrative Agent; (d) Guarantees Hedging Obligations approved by Administrative Agent and other Debt incurred in the ordinary course favor of business with respect to surety a Lender or an Affiliate thereof for bona fide hedging purposes and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f)not for speculation; (e) Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased in excess of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), amount set forth on such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net WorthSchedule; (f) the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worthinitial Loans hereunder); (g) Debt constituting Contingent Liabilities arising with respect to customary indemnification obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf in favor of the Borrower or any Subsidiary of the Borrower sellers in accordance connection with the policies issued to the Borrower or any such SubsidiaryAcquisitions permitted under Section 11.4 and purchasers in connection with dispositions permitted under Section 11.4; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e);Subordinated Debt; and (i) Other unsecured Debt, including Acquired Debt, in addition to that referred to elsewhere in this Section 11.1 incurred by a Loan Party; provided that the aggregate outstanding amount of all Debt arising under, created incurred by and consisting of Hedge Agreements, provided, the Loan Parties pursuant to this clause (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandingexceed $1,000,000 in the aggregate.

Debt. The Borrower will not, nor will it permit any Subsidiary of the Borrower to, incur, ---- create, assume incur or permit suffer to exist any Debt, except: (ai) Debt to of the Lenders pursuant to Borrower and the Guarantors under the Loan Documents; (bii) Debt described in existence on the date hereof, as set forth on Schedule 9.9 to the Disclosure Letter and any extensions, renewals or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing3; (ciii) trade Debt of a Subsidiary Guarantor owed incurred to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtednessacquire goods, liabilities or obligations to the Agent supplies, and the Lenders pursuant to any Loan Document; (d) Guarantees services and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f)business; (eiv) Debt Subordinated Indebtedness incurred either (a) to refinance all or a portion of the Borrower Loans and/or Letters of Credit as long as all proceeds are used to repay the Loans (or any Subsidiary apply as cash collateral for outstanding Letters of Credit) or (b) to refinance Subordinated Indebtedness outstanding, provided such refinancing occurs substantially simultaneously with the Borrower constituting purchase money Debt repayment of such outstanding Subordinated Indebtedness, and provided further, that all such Subordinated Indebtedness permitted under this subsection (including Capital Lease Obligationsiv) and secured by purchase money Liens permitted by Section 11.2(g), such does not mature prior to the maturity of Loans and/or Letters of Credit remaining outstanding; (v) Debt, in including contingent liabilities and medium term notes, that is pari passu with the aggregateLoans and Letters of Credit outstanding hereunder, not to ---- ----- exceed in aggregate principal amount $25,000,000 at any time an amount outstanding prior to the issuance of a Rating by either S&P or Xxxxx'x equal to fifteen percent BBB-/Baa3, as applicable, so long as the terms (15.0%including maturity, interest rate, covenants and events of default) of such pari passu Debt are not more favorable than those ---- ----- applicable to the Borrower’s Tangible Net WorthLoans and the Letters of Credit; (fvi) Debt of under operating leases for real or personal property used in the Borrower or any Subsidiary of Borrower's business as presently conducted; (vii) Capitalized Leases incurred subsequent to the Borrower of the type described in clause (l) of the definition of Debt, such Debt, Closing Date not to exceed in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth$5,000,000; (gviii) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from The endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower's business as presently conducted; (kix) Debt consisting non-recourse Debt; (x) interest rate protection agreements not to exceed in aggregate amount the sum of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries a) an amount equal to 100% of the Borrowerunpaid principal balance of all Mortgage Loans and (b) incurred in the ordinary course of businessoutstanding Loans hereunder; and (lxi) In addition Debt incurred by a Subsidiary as a result of its position as a general partner in a limited partnership which has borrowed amounts from the Borrower pursuant to the Debt described in the foregoing clauses (a) through (kSection 8.9(iii), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstanding.

Debt. The Borrower will notNot, nor will it and not permit any Subsidiary of the Borrower other Loan Party to, create, incur, create, assume or permit suffer to exist any Debt, except: (a) Debt to Obligations under this Agreement and the Lenders pursuant to the other Loan Documents; (b) Debt described on Schedule 9.9 of any Guarantor owing to the Disclosure Letter and Company or to any extensions, renewals or refinancings of such existing Debt so long as (i) other Guarantor; provided that to the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) extent such Debt shall not be secured evidenced by any assets other than assets securing note or instrument, such Debtinstrument shall be a demand note in form and substance reasonably satisfactory to the Administrative Agent and pledged and delivered to the Administrative Agent pursuant to the Collateral Documents as additional collateral security for the Obligations, if any, prior and the obligations under such demand note shall be subordinated to such renewal, extension or refinancingthe Obligations of the Company hereunder in a manner reasonably satisfactory to the Administrative Agent; (c) Debt of Subordinated Debt, provided that (A) immediately before and after (on a Subsidiary Guarantor owed pro forma basis acceptable to the Borrower Administrative Agent and supported by such certificates required by the Administrative Agent) the incurrence of any such Subordinated Debt, no Unmatured Event of Default or another Subsidiary Guarantor; provided that such Debt must according to its terms Event of Default shall exist and the Company shall be fully subordinate in pro forma compliance with all respects to any financial and other covenants contained herein as of the date of incurrence of such Subsidiary Guarantor’s indebtednessSubordinated Debt and for the following year and (B) all agreements, liabilities or obligations documents and instruments relating to such Subordinated Debt shall have been delivered to and approved by the Administrative Agent and the Required Lenders pursuant prior to any Loan Documentthe incurrence of such Subordinated Debt; (d) Guarantees Hedging Obligations; (e) Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased (and as such amount is reduced from time to time) and no modifications of the terms thereof which are less favorable to the Company or more restrictive on the Company in any material manner shall be permitted; (f) the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the initial Loans hereunder); (g) Contingent Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Permitted Acquisitions and purchasers in connection with dispositions permitted under Section 11.4; (h) Earnouts with respect to Permitted Acquisitions made by the Company; (i) Trade accounts payable and accrued expenses arising in the ordinary course which are current or past due only in an amount which is not material in the aggregate for the Company and its Subsidiaries on a consolidated basis, or which are being contested in good faith by appropriate proceedings and for which adequate reserves are maintained on the books of the Company; (j) Debt which is non-recourse to the Company or its Subsidiaries, provided that the aggregate amount of such non-recourse Indebtedness does not exceed $10,000,000 and such non-recourse terms and the other terms of such financing are acceptable to the Administrative Agent; (k) Debt incurred to finance insurance premiums in the ordinary course of business consistent with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those past practices of the type described in Company; (l) Debt of Subsidiaries and Joint Ventures which are not Guarantors owing to the Company or a Guarantor not exceeding an aggregate amount equal to the book value of three percent (3%) of Total Assets; provided, that any such Debt shall reduce, dollar for dollar, the available transactions permitted by Section 11.2(f11.6(g); (em) Debt represented by the subtraction of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net WorthAdjusted Off-Balance Sheet Liabilities from Off-Balance Sheet Liabilities; (fn) Debt of (other than Debt to the Borrower or any Subsidiary of the Borrower of the type Principals) other than as described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt described in the foregoing clauses (a) through (k), Debt m) above and (including with respect p) below not exceeding an aggregate amount equal to standby letters the book value of credit) which does not exceed twenty five three percent (253%) of Total Assets, provided that not more than 50% of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandingDebt incurred or otherwise outstanding pursuant to this clause (n) may be secured by Permitted Liens; (o) Debt which may otherwise be permitted pursuant to Section 11.6; and (p) Debt arising from Ordinary Course Capital Leases.

Debt. The Borrower will notNot, nor will it and not suffer or permit any other Loan Party Subsidiary of the Borrower to, create, incur, create, assume or permit suffer to exist any Debt, except: (a) Debt to Obligations under this Agreement and the Lenders pursuant to the other Loan Documents; (b) Debt described on Schedule 9.9 to the Disclosure Letter secured by Liens permitted by Section 7.2(d), and any extensions, renewals or and refinancings of such existing Debt so long as (i) thereof; provided that the aggregate principal amount of all such Debt after such renewal, extension or refinancing at any time outstanding shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing$1,000,000; (c) Debt of a Borrower to any Wholly-Owned Domestic Subsidiary Guarantor owed of Borrower or Debt of any Wholly-Owned Domestic Subsidiary of Borrower to the Borrower or another Wholly-Owned Domestic Subsidiary Guarantorof Borrower; provided that all such Debt must according shall be evidenced by a demand note in form and substance reasonably satisfactory to its terms be fully subordinate in all respects Agent and pledged and (subject to any contrary provision of such Subsidiary Guarantor’s indebtedness, liabilities or obligations the Intercreditor Agreement) delivered to Agent pursuant to the Agent Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the Lenders pursuant obligations under such demand note shall be subordinated to any Loan Documentthe Obligations hereunder in a manner reasonably satisfactory to Agent; (d) Guarantees and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those described on Schedule 7.1 as of the type described in Section 11.2(f)Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) Senior Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens its Subsidiaries in an aggregate principal amount not exceeding that permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth;Intercreditor Agreement. (f) Debt Contingent Obligations arising with respect to customary indemnification obligations in favor of the Borrower or any Subsidiary of the Borrower of the type described purchasers in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worthconnection with dispositions permitted under Section 7.5; (g) Debt constituting obligations arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any the relevant Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiaryits incurrence; (h) Debt secured by incurred in connection with the Liens permitted by Section 11.2(d) and Section 11.2(e)financing of insurance premiums in the ordinary course of business; (i) unsecured guaranties by Borrower of the Debt arising underof any Wholly-Owned Domestic Subsidiary of Borrower or guaranties by any Subsidiary thereof of the Debt of Borrower, created by and consisting of Hedge Agreements, provided, (i) in each case so long as such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.Debt is permitted under this Section 7.1; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in under the ordinary course of business of the Borrower or a Subsidiary of the BorrowerEarth LNG Credit Agreement; (k) other unsecured Debt, in addition to the Debt consisting listed above, in an aggregate principal outstanding amount not at any time exceeding $2,000,000; (1) the non-recourse obligations of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of Borrower under the Borrower) incurred in the ordinary course of businessDxxxxx Guaranty; and (lm) In addition to without duplication of any Debt permitted above in this Section 7.1 and until the Debt described Earth LNG Obligations have been Paid in the foregoing clauses (a) through (k)Full, Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of Earth LNG or any Subsidiary thereof permitted under the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandingEarth LNG Credit Agreement.

Debt. The Borrower will not, nor will it permit any Subsidiary of the Borrower toCreate, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt, except: (ai) Debt to the Lenders pursuant to under the Loan Documents; (bii) (A) Existing Project Debt described on Schedule 9.9 of Sabine Pass and Debt to be incurred pursuant to the Disclosure Letter Existing Project Debt Documents of Sabine Pass, and (B) to extent that the pledge by the Project Parents of their Equity Interests in the Project Parties pursuant to the Existing Project Debt Documents as in effect on the date hereof constitutes Debt, such pledges; (iii) Additional Debt of Sabine Pass incurred to finance the Development of the Sabine Pass Project; provided, that no Default has occurred and is continuing, or would result therefrom, and each of the following conditions shall have been satisfied; (A) at the time of the execution of the Project Debt Documents pursuant to which such Debt is to be incurred, Sabine Pass shall have entered into one or more Sabine Pass Qualified Contracts; (B) at the time of the execution of the Project Debt Documents pursuant to which such Debt is to be incurred, one or more Sabine Pass EPC Contracts is in place, which, together with any amendments, modifications and change orders with respect thereto, and any extensionsincidental work, renewals materials and/or deliverables to be provided or refinancings performed by other Persons, is sufficient to bring the Sabine Pass Project (including after giving effect to any additions, expansions, improvements and other expenditures to be financed with such Debt) to an operational state or to substantial completion and to commence fulfillment of obligations in respect of the Chevron TUA, the Total TUA and each Sabine Pass Qualified Contract; (C) at the time of the execution of the Project Debt Documents pursuant to which such existing Debt so long as is to be incurred, Sabine Pass and/or one or more Sabine Pass EPC Contractors (ior other contractors working in conjunction with the Sabine Pass EPC Contractors) on behalf of Sabine Pass, collectively, have obtained all material approvals and Governmental Authorizations (including, without limitation, FERC and pursuant to the principal NGA) necessary and sufficient to commence construction or, if the Sabine Pass Project is then at such stage of Development, to continue construction or to commence operations; (D) at the time of the execution of the Project Debt Documents pursuant to which such Debt is to be incurred, the aggregate amount of such Debt after (or the commitments therefor), together with the Net Cash Proceeds of any capital contribution that the Borrower has received, which shall have been deposited into the Capital Contribution Reserve Account, for Investments made or to be made in Sabine Pass in connection with such renewalDevelopment, extension are sufficient to satisfy all Obligations reasonably estimated to be incurred in connection with such Development, including, without limitation, as may be required in order to ensure that the conditions set forth in subclause (B) above will be satisfied; (E) such Debt, and the terms and conditions of the Project Debt Documents for the Sabine Pass Project to be entered into in connection therewith, (1) at the time of the execution of the Project Debt Documents pursuant to which such Debt is to be incurred, are otherwise permitted by the Project Documents and the Project Debt Documents of the Sabine Pass Project and the Sabine Pass Existing TUAs, (2) at all times, shall be non-recourse to the Project Parents (other than the Equity Interests in Sabine Pass directly owned by the Sabine Partners and their obligations under the agreements pursuant to which such Equity Interests are pledged) and the Borrower, (3) at all times, shall have a maturity no earlier than June 30, 2015, and (4) at all times, with respect to any restrictions or refinancing conditions on the ability of Sabine Pass to make Restricted Payments, or similar payments, to the Sabine Partners or the Borrower, shall (x) to the extent containing any financial ratio condition to make dividends, distributions or other payments to the Project Parents or the Borrower, limit such financial condition to a minimum Debt Service Coverage Ratio (as defined in the Sabine Pass Credit Agreement) not exceed a ratio of 1.25:1.00 or lower, and (y) otherwise, contain restrictions or conditions that are not materially more restrictive than the principal amount corresponding restrictions and conditions set forth in the Sabine Pass Credit Agreement, as in effect on the date hereof; (F) at the time of the execution of the Project Debt Documents pursuant to which such Debt is to be incurred, after giving pro forma effect to the incurrence of such Debt which was outstanding immediately prior and the terms and conditions thereof, the terms and conditions of such Sabine Pass Qualified Contracts and the projected results of operations of the Sabine Pass Project, as so expanded, in each case, as set forth in pro forma Forecasts, updated Project Financial Information and Sabine Pass Debt Incurrence Projections delivered to such renewalthe Administrative Agent, extension or refinancing (1) the projected pro forma Borrower Contracted Cash Flow Available For Debt Service in any Fiscal Year during the period commencing with the later of (x) the current Fiscal Year and (iiy) such Debt the first Fiscal Year in which there are four Qualified Fiscal Quarters through the Fiscal Year ended 2014 shall not be secured by less than $75,000,000, (2) the gross revenue attributable to the Sabine Pass Existing TUAs shall not be less than $190,000,000 in any assets other Fiscal Year in which there are four Qualified Fiscal Quarters, and (3) the pro forma projected Sabine Pass Contracted Debt Service Coverage Ratio in any Fiscal Year during the period commencing with the later of (x) the current Fiscal Year and (y) the first Fiscal Year in which there are four Qualified Fiscal Quarters through the Fiscal Year ended 2014 shall not be less than assets securing such Debt, if any, prior to such renewal, extension or refinancing;1.50:1.00; and (cG) at the time of the execution of the Project Debt Documents pursuant to which such Debt is to be incurred, the Administrative Agent shall have received certification from the Borrower, signed on its behalf by a Responsible Officer of a Subsidiary Guarantor owed the Borrower, (1) that each of the conditions required to be satisfied in order to incur such Debt in accordance with this Section 5.02(b)(iii) have been satisfied, and (2) setting forth the calculations, in reasonable detail, of the Borrower or another Subsidiary Guarantor; provided that such Contracted Cash Flow Available For Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent Service and the Lenders Sabine Pass Contracted Debt Service Coverage Ratios required pursuant to any Loan Document; subclause (d) Guarantees and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(fF); (eiv) Debt of extending the Borrower maturity of, or refunding or refinancing, in whole or in part, but not increasing the principal amount of, any Existing Project Debt or any Subsidiary Project Debt incurred in accordance with Section 5.02(b)(iii); provided, that (A) the terms of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), any such Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the aggregate, not Loan Documents and shall be non-recourse to exceed at any time an amount equal to fifteen percent Project Parent (15.0%) other than the Equity Interests of the Borrower’s Tangible Net Worth; (fProject Party owned by the Project Parent and their obligations under the agreements pursuant to which such Equity Interests are pledged) Debt of and the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance and shall otherwise comply with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by requirements of Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstanding.5.02

Debt. The Borrower will notNot, nor will it and not permit any other Note Party or Subsidiary of the Borrower to, create, incur, create, assume or permit suffer to exist any Debt, except: (a) Obligations under this Agreement and the other Investment Documents, and Debt to evidenced by the Lenders pursuant to the Loan DocumentsShareholder Notes; (b) Debt described on Schedule 9.9 to the Disclosure Letter secured by Liens permitted by Section 7.2(d), and any extensions, renewals or and refinancings of such existing Debt so long as (i) thereof; provided that the principal aggregate amount of all such Debt after such renewal, extension or refinancing at any time outstanding shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing$600,000; (c) Debt of a the Companies to any Wholly-Owned Domestic Subsidiary Guarantor owed or Debt of any Wholly-Owned Domestic Subsidiary to the Borrower Companies or another Wholly-Owned Domestic Subsidiary Guarantorof the Companies; provided that that, if requested by Agent, such Debt must according shall be evidenced by a demand note in form and substance reasonably satisfactory to its terms be fully subordinate in all respects Agent and pledged and delivered to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations Agent pursuant to the Agent Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the Lenders pursuant obligations under such demand note shall be subordinated to any Loan Documentthe Obligations hereunder in a manner reasonably satisfactory to Agent; (d) Guarantees Hedging Obligations for bona fide hedging purposes (and not for speculation); (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) [Reserved]; (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.5; (h) (i) (A) Permitted Seller Debt and (B) Debt of a Subsidiary of a Company acquired pursuant to a Permitted Acquisition (or Debt of a Target assumed at the time of a Permitted Acquisition of such Target) so long as such Debt was not incurred in contemplation of such Permitted Acquisition; provided, that the aggregate outstanding amount of all Debt permitted by this Section 7.1(h)(i) shall not exceed $750,000 at any time, and (ii) Permitted Earn-Outs in an aggregate amount outstanding not to exceed $750,000 at any time (for purposes of this Section 7.1(h), the amount outstanding determined as the maximum amount potentially payable in respect of such Permitted Earn-Out in accordance with the terms thereof); (i) Contingent Obligations arising under guarantees by a Note Party of Debt or other obligations of any other Note 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; (j) Debt consisting of unpaid insurance premiums (not in excess of one (1) year’s premiums) owing to insurance companies and insurance brokers incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) unsecured guarantees (i) made in the ordinary course of business with respect to appeal bonds; (ii) made in the ordinary course of business with respect to surety and appeal bonds, customs bonds, performance and return-of-money bonds, banker’s acceptances bid bonds, completion guarantees and other similar obligations including those of the type described in Section 11.2(f); (e) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debtobligations, in each case to the aggregateextent such bonds, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower guarantees or any Subsidiary of the Borrower of the type described in other obligations are permitted under clause (l) below, or (iii) arising as a result of the definition customary indemnification obligations to purchasers that are not Affiliates of Debt, such Debt, a Note Party in aggregate principal or principal equivalent amount, not to exceed at connection with any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worthdisposition permitted by Section 7.5 hereof; (gl) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions indebtedness incurred in the ordinary course of business of the Borrower or a Subsidiary of the Borrowerunder (i) appeal bonds and (ii) surety bonds, customs bonds, performance bonds, bid bonds, completion guarantees and similar obligations in an aggregate amount, with respect to this clause (ii), not to exceed $600,000 at any time outstanding; (km) unsecured Debt consisting of commercial letters Holdings owing to former employees, officers, or directors (or any spouses, former spouses, or estates of credit any of the foregoing) of Holdings, the Companies and reimbursement obligations therefor their Subsidiaries to finance the repurchase by Holdings of equity interests of Holdings that have been issued to such Persons upon the death or separation from employment thereof, so long as (i) no Event of Default has occurred and Guarantees is continuing at the time of issuance or would result from the incurrence of such reimbursement Debt and (ii) the aggregate amount of all such Debt outstanding at any one time does not exceed $600,000; (n) unsecured indebtedness representing deferred compensation or similar obligations by Subsidiaries of the Borrower) to employees, officers and directors incurred in the ordinary course of business; (o) [Reserved]; (p) [Reserved]; (q) Debt in connection with permitted intercompany advances, loans and contributions permitted by Section 7.11(q) below; (r) Contingent payment obligations and contingent liabilities in respect of customary indemnification obligations and customary post-closing adjustments or “true-ups” of purchase price in connection with any Permitted Acquisition; (s) accrued unpaid management fees, in an aggregate amount not to exceed $600,000 per Fiscal Year, to the extent not permitted to be paid pursuant to Section 7.4(h); and (lt) In other unsecured Debt, in addition to the Debt described listed above, in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does an aggregate outstanding amount not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandingexceeding $1,000,000.

Debt. Holdings will not incur, create, assume or permit to ---- exist any Debt except the Holdings Senior Notes. The Borrower will not, nor and will it not permit any Subsidiary of the Borrower to, incur, create, assume or permit to exist any Debt, except: (a) Debt to the Lenders pursuant to the Loan Documents; (b) intercompany Debt described on Schedule 9.9 between or among the Borrower and any of its Wholly- Owned Subsidiaries and intercompany Debt owed to Holdings by any of its Wholly- Owned Subsidiaries, subject to the Disclosure Letter following requirements: any and any extensionsall of the Debt permitted pursuant to this Section 9.1(b) shall be unsecured, renewals or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured -------------- evidenced by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing; (c) Debt of a Subsidiary Guarantor owed instruments satisfactory to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms Administrative Agent which will be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations pledged to the Administrative Agent for the benefit of the Administrative Agent and the Lenders and shall be subordinated to the Obligations pursuant to any Loan Document; (d) Guarantees a subordination agreement in form and other Debt incurred substance satisfactory to the Administrative Agent, provided, however, that temporary advances made from time to time in the ordinary course of business with respect not to surety and appeal bonds, performance and returnexceed $500,000 in aggregate principal amount at any time owing by any Wholly-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt of the Borrower or any Owned Subsidiary of the Borrower constituting to the Borrower shall not be required to be so evidenced, pledged or subordinated; (c) unsecured Debt under the Interest Rate Protection Agreements required to be maintained by Section 8.12, provided, however, that Debt thereunder may be ------------ secured if such Debt constitutes a part of the Obligations; (i) existing 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 Effective Date, (ii) purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g)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 being renewed, extended or refinanced, all of which Debt and Liens are permitted under and meet all of the requirements of clause (g) and (with respect to renewals, extensions or refinancings) clause (n) of the definition of Permitted Liens contained in Section 1.1, (iii) additional ----------- unsecured Debt, and (iv) Guarantees by the aggregateBorrower of loans to employees, officers and directors of the Borrower or its Subsidiaries made for the purpose of financing purchases of Capital Stock of Holdings by such employees, officers or directors (as applicable) not to exceed $250,000 in aggregate principal amount at any time an Guaranteed; provided, however, that the aggregate principal amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net WorthDebt referred to in this Section 9.1(d) shall not exceed -------------- $10,000,000 in aggregate amount at any time outstanding (exclusive of Debt owed to a Vendor consisting of amounts payable by the Borrower in accordance with a Supply Agreement which are not past due by more than 90 days beyond the due dates therefor specified in the applicable invoices); (e) liabilities of the Borrower in respect of unfunded vested benefits under any Plan if and to the extent that the existence of such liabilities will not constitute, cause or result in a Default; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into obligations for the purpose repayment of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions customer deposits received in the ordinary course of business of the Borrower or a Subsidiary of the Borrowerand its Subsidiaries; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstanding.

Debt. The Borrower will not, nor and will it not permit any Subsidiary of the Borrower to, incur, create, assume or permit suffer to exist any Debt, except: (a) Debt to the Lenders pursuant to Notes or other Obligations arising under the Loan DocumentsDocuments or any guaranty of or suretyship arrangement for the Notes or other Obligations; (b) Debt described on Schedule 9.9 to the Disclosure Letter accounts payable and any extensions, renewals or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing; (c) Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtednessaccrued expenses, liabilities or other obligations to pay the Agent and the Lenders pursuant deferred purchase price of Property or services, from time to any Loan Document; (d) Guarantees and other Debt 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 respect GAAP; (c) Debt under Capital Leases not to exceed $1,000,000; (d) Debt associated with bonds or surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those required by Governmental Requirements in connection with the operation of the type described in Section 11.2(f)Oil and Gas Properties; (e) intercompany Debt of between the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any Subsidiary of such Debt owed by either the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, or a Guarantor shall be subordinated to the Obligations on terms set forth in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net WorthGuaranty Agreement; (f) Debt endorsements of negotiable instruments for collection in the Borrower or any Subsidiary ordinary course of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worthbusiness; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies existing on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued date hereof and disclosed to the Borrower or any such SubsidiaryLenders on Schedule 9.02; (h) Debt secured approved by the Liens permitted by Section 11.2(d) Required Lenders and Section 11.2(e)subordinated to Borrower’s obligations to Lenders in a manner acceptable to the Administrative Agent in its sole discretion; (i) unsecured other Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for not to exceed $1,000,000 in the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated aggregate at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.any one time outstanding; (j) Permitted Senior Debt arising from endorsement and any guarantees thereof; provided that (i) the aggregate principal amount (or accreted value, if applicable) of negotiable instruments for deposit all Permitted Senior Debt outstanding at any one time (without duplication, and taking into account all concurrent payments or collection or similar transactions in redemptions of Permitted Senior Debt with the ordinary course proceeds of business of other Permitted Senior Debt, to the extent otherwise permitted hereunder) shall not exceed $300,000,000, (ii) the Borrower shall comply with Section 8.01(r); and (iii) the Borrowing Base then in effect shall be adjusted to the extent required by Section 2.07(e)(iii), and the Borrower shall make any prepayment required by Section 3.04(c)(iii). Upon each such incurrence of Permitted Senior Debt, the Borrower shall be deemed to represent and warrant to the Lenders that both before and immediately after giving effect to the incurrence of such Permitted Senior Debt (and any concurrent repayment of other Permitted Senior Debt refinanced with such Permitted Senior Debt then being incurred, as the case may be, with the proceeds of such incurrence), no Event of Default shall occur and be continuing or a Subsidiary of the Borrower;would result therefrom; and (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandingarising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower Parent will not, nor and will it not permit any Subsidiary of the Borrower to, incur, create, assume assume, or permit to exist any Debt, except: (a) Debt to the Lenders Agent and Banks pursuant to the Loan DocumentsDocuments and existing Debt described on Schedule 10.1; (b) Intercompany Debt described on Schedule 9.9 owed by the Parent or a Subsidiary to the Disclosure Letter and any extensions, renewals Borrower or refinancings of such existing Debt so long as loans or advances between Subsidiaries; provided that (i) the principal amount obligations of each obligor of such Debt must be subordinated in right of payment to any liability such obligor may have for the Obligations from and after such renewaltime as any portion of the Obligations shall become due and payable (whether at stated maturity, extension by acceleration or refinancing shall not exceed otherwise), the principal amount of such Debt which was outstanding immediately prior Borrower hereby agreeing to such renewalsubordination, extension or refinancing and (ii) such Debt must be incurred in the ordinary course of business and on terms customary for intercompany borrowings among Borrower and the Parent or a Subsidiary or must be made on such other terms and provisions as Agent may reasonably require, (iii) Borrower shall have granted Agent a Lien on its right, title and interest in and to such Debt and all Liens securing the payment thereof, and (iv) the sum of (A)the aggregate amount of all Debt owed by Insignificant Subsidiaries to Borrower and the other Subsidiaries plus (B) the aggregate amount of all capital contributions to, investments in and purchases of stock, bonds or other equity securities of Insignificant Subsidiaries by Parent and the other Subsidiaries shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancingexceed the amounts provided for in Section 10.5; (c) Debt of a Parent or any Subsidiary Guarantor owed (other than the Insignificant Subsidiaries) not to exceed Five Hundred Thousand Dollars ($500,000) in the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in aggregate for Parent and all respects to Subsidiaries at any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Documenttime outstanding secured by purchase money Liens permitted by Section 10.2; (d) Debt constituting obligations to reimburse worker's compensation insurance companies for claims paid by such companies on Parent's or a Subsidiary's behalf in accordance with the policies issued to Parent and the Subsidiaries; (e) Guarantees by Parent of (i) trade accounts payable owed by a Subsidiary, and other arising in the ordinary course of business, (ii) Debt of a Subsidiary or (iii) operating leases of a Subsidiary entered into in the ordinary course of business; provided that, (A) the Debt guaranteed is otherwise permitted hereunder; and (B) no Default exists or would result from such Guarantee; (f) Guarantees incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed exceeding at any time an amount equal to fifteen percent outstanding One Million Dollars (15.0%$1,000,000) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worthliability; (g) Debt constituting obligations arising in connection with interest rate swap, cap, collar or similar agreements entered into in the ordinary course of business to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower fix or limit Parent's or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary's (other than an Insignificant Subsidiary) interest expense; (h) Debt secured by of any Person (or any of such Person's subsidiaries) existing at the Liens permitted by Section 11.2(dtime such Person becomes a Subsidiary (or is merged into or consolidated with Parent or any of the Subsidiaries), but only to the extent that such Debt was not incurred in connection with, as a result of or in contemplation of such Person becoming a Subsidiary (or being merged into or consolidated with Parent or any Subsidiary); provided, however, that (i) in no event shall the aggregate amount of such Debt outstanding at any time exceed One Million Dollars ($1,000,000) and Section 11.2(e(ii) immediately after such acquired Person becomes a Subsidiary (or is merged into or consolidated with Parent or any Subsidiary);, no Default exists; and (i) unsecured Debt arising underDebts of Parent or any Subsidiary (other than an Insignificant Subsidiary), created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for other than the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt Debts specifically described in the foregoing clauses (a) through (k)h) of this Section 10.1, Debt (including with respect to standby letters of credit) which does in the aggregate for Parent and all Subsidiaries do not exceed twenty five percent Two Hundred Fifty Thousand Dollars (25%$250,000) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstanding.

Debt. The Borrower will not, nor and will it not permit any Subsidiary of the Borrower to, incur, create, assume assume, or permit to exist any Debt, except: (a) Debt owing to the Lenders Banks pursuant to the Loan Documents; (b) Debt described in the amount disclosed on Schedule 9.9 to the Disclosure Letter 6.9 hereto and any extensions, renewals or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing refinancing, and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing; (c) Debt of a the Borrower owing to any Subsidiary Guarantor owed or Debt of any Subsidiary owing to the Borrower or another Subsidiary GuarantorSubsidiary; provided that a Student Loan Subsidiary may not incur, create, assume, or permit to exist any Debt owing to an Insurance Subsidiary, except any such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to existing on the Agent and the Lenders pursuant to any Loan DocumentClosing Date which is disclosed on Schedule 6.9 hereto; (d) Guarantees and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (ei) Debt of the Borrower or under Interest Rate Protection Agreements having an aggregate notional amount at any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, one time outstanding not to exceed at any time an amount equal to fifteen percent Seventy-Five Million Dollars (15.0%$75,000,000.00) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) Debt of a Single Purpose Student Loan Subsidiary under Interest Rate Protection Agreements entered into to mitigate the interest rate risk of Debt incurred by such Single Purpose Student Loan Subsidiary (provided that such Debt is otherwise permitted by clause (e) below), provided that, in each case, each counterparty to such Hedge Interest Rate Protection Agreement shall be rated in one of the three highest rating categories of S&P or Moody's (as used in this clause (d) the term "Single Purpose Student Xxxx Xubsidiary" means a Lender (Student Loan Subsidiary organized as a separate, limited-purpose entity with certain limitations, including restrictions on the nature of such Student Loan Subsidiary's business and a restriction on such Student Loan Subsidiary's ability to commence a voluntary case or an Affiliate thereof) proceeding under the Bankruptcy Code or shall be rated other insolvency laws without the prior unanimous affirmative vote of all of its directors, including at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees one director who must be independent of such reimbursement obligations by Subsidiaries Student Loan Subsidiary and its Affiliates (or, if such Student Loan Subsidiary is a partnership, without the prior affirmative vote of all of such Student Loan Subsidiary's partners, including the Borrower) incurred in the ordinary course independent directors of business; and (l) In addition to the Debt described in the foregoing clauses (a) through (kits general partner), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstanding.);

Debt. The Borrower will not, nor will it permit any Subsidiary If the aggregate amount of the proposed increases in the Facility B Principal Debt of all Accepting Lenders making such an election does not equal or exceed the Rejected Amount, then Borrower shall have the Right to add one or more financial institutions (which are not Rejecting Lenders and which are Eligible Assignees) as Facility B Lenders (as used in this SECTION 2.5, a "PURCHASING LENDER") to replace such Rejecting Lenders, which Purchasing Lenders shall have aggregate Facility B Principal Debt not greater than those of the Rejecting Lenders (less any increases in the Facility B Principal Debt of Accepting Lenders, as described in the following CLAUSE (iii)). The transfer of Facility B Principal Debt and outstanding Borrowings from Rejecting Lenders to Purchasing Lenders or Accepting Lenders shall take place on the effective date of, and pursuant to the execution, delivery, and acceptance of, an Assignment and Acceptance Agreement in accordance with the procedures set forth in SECTION 11.14.(c). (c) Adjustments to, incurand Terminations of, create, assume or permit to exist any Facility B Principal Debt, except:. (ai) If less than 100% of the Facility B Principal Debt is extended, then on the Term Loan Maturity Date in effect immediately-prior to the applicable approved extension effected pursuant to this SECTION 2.5, the Facility B Principal Debt shall be reduced by the Rejected Amount (to the extent not replaced by Accepting Lenders or Purchasing Lenders pursuant to the Loan Documents;procedures set forth in the foregoing SECTION 2.5(b)). (bii) If the aggregate amount of the proposed increases in the Facility B Principal Debt described of all Accepting Lenders making an election to increase their respective Facility B Principal Debt is in excess of the Rejected Amount, then (A) the Rejected Amount shall be allocated pro rata among such Accepting Lenders based on Schedule 9.9 the respective amounts of the proposed increases to Facility B Principal Debt elected by such Accepting Lenders; and (B) the respective Facility B Principal Debt of each such Accepting Lender shall be increased by the respective amount allocated pursuant to CLAUSE (A) of this SECTION 2.5(c)(ii), such that, after giving effect to the Disclosure Letter approved extensions and any extensionsreallocations, renewals or refinancings no reduction will occur in the aggregate amount of the Facility B Principal Debt. (iii) If the aggregate amount of the proposed increases to the Facility B Principal Debt of all Accepting Lenders making such an election to so increase their respective Facility B Principal Debt equals the Rejected Amount, then the respective Facility B Principal Debt of such existing Accepting Lenders shall be increased by the respective amounts of their proposed increases, such that, after giving effect to the approved extensions and all such reallocations, no reduction will occur in the aggregate amount of the Facility B Principal Debt. (iv) If the aggregate amount of the proposed increases to the Facility B Principal Debt so long as of all Accepting Lenders making such an election is less than the Rejected Amount, then (i) the principal respective Facility B Principal Debt of each such Accepting Lender shall be increased by the respective amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing its proposed increase; and (ii) such the amount of the Facility B Principal Debt shall be reduced by the amount of the Rejected Amount (to the extent not be secured replaced by any assets other than assets securing such Debtthe Accepting Lenders or the Purchasing Lenders, if any, prior to such renewal, extension or refinancing; (c) Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstanding.

Debt. The Borrower will not, nor will it permit any Subsidiary of the Borrower toCreate, incur, assume or suffer to exist, or permit ---- any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt, except: (ai) in the case of the Borrower, (A) Debt owed to a Material Domestic Subsidiary of the Borrower, which Debt (x) shall constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Lenders Administrative Agent, shall be subordinated in right of payment to the payment in full of the Obligations and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Pledge and Security Agreement; (B) Capitalized Leases not to exceed in the aggregate $25,000,000 at any time outstanding; and (C) Debt of the Borrower issued in a Capital Markets Transaction provided such Debt is unsecured and such Debt does not have a stated maturity date or required principal payments earlier than the Termination Date and the Borrower makes the prepayment required pursuant to Section 2.06(b); (ii) in the case of any Subsidiary of the Borrower (other than LSFCC or LSFLLC), (A) Debt owed to the Borrower or to a Material Domestic Subsidiary of the Borrower (other than Debt owed by a Restricted Subsidiary), which Debt (x) shall constitute Pledged Debt and (y) shall, except in the case of redeemable preferred stock, be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, shall be subordinated in right of payment in full of the Obligations, and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Pledge and Security Agreement; (B) Debt owed to a Pledged Foreign Subsidiary by a Pledged Foreign Subsidiary; and (C) Debt owed to an Unpledged Foreign Subsidiary by a Pledged Foreign Subsidiary or an Unpledged Foreign Subsidiary; (iii) in the case of the Borrower and its Subsidiaries (other than LSFCC or LSFLLC), (A) Debt of the Borrower and its Subsidiaries outstanding on the Closing Date and listed on Schedule 4.01(w) hereto and any refinancing of the industrial revenue bond obligations listed on Schedule 4.01(w) hereto provided there is no increase in the aggregate principal amount of such obligations; (B) Debt under the Loan Documents; (bC) Debt described on Schedule 9.9 to the Disclosure Letter and any extensions, renewals or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $50,000,000 at any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancingtime outstanding; (cD) Debt of the Borrower and FinServ in respect of Ordinary Course Hedge Agreements and consistent with prudent business practice, provided that the aggregate Agreement Value of all such Ordinary Course Hedge Agreements under which the Borrower or FinServ would be required to make a Subsidiary Guarantor owed payment on termination thereof do not exceed in the aggregate $75,000,000 (net of the value of cash, Cash Equivalents or other assets deposited in a margin account in connection with any such Ordinary Course Hedge Agreements and the face amount of any letter of credit issued with respect to any such Ordinary Course Hedge Agreements) at any time outstanding; (E) Debt of the Borrower and its Subsidiaries (other than LSFCC or LSFLLC) to FinServ and Debt of FinServ to the Borrower and its other Subsidiaries (other than LSFCC or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (dLSFLLC) Guarantees and other Debt incurred in the ordinary course of business with respect business; (F) Debt of Foreign Subsidiaries in the form of Permitted Foreign Receivables Purchase Transactions, provided the Borrower and its Subsidiaries make the prepayment required pursuant to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f2.06(b); (eG) Debt of the Borrower and its Subsidiaries in the form of Real Estate Financing Transactions, provided the principal amount of all Debt permitted under this Section 5.02(b)(iii)(G) and Section 5.02(b)(iii)(H) (including all such Debt existing on the Closing Date and listed on Schedule 4.01(w) hereto) does not exceed in the aggregate $175,000,000 at any time outstanding and the Borrower and its Subsidiaries make the prepayment required pursuant to Section 2.06(b); (H) Debt of the Borrower and its Subsidiaries in the form of Equipment Financing Transactions, provided the principal amount of all Debt permitted under this Section 5.02(b)(iii)(H) and Section 5.02(b)(iii)(G) (including all such Debt existing on the Closing Date and listed on Schedule 4.01(w) hereto) does not exceed in the aggregate $175,000,000 at any time outstanding and the Borrower and its Subsidiaries make the prepayment required pursuant to Section 2.06(b); (I) Ordinary Course Hedging Agreements between the Borrower or FinServ and FinServ and the other Subsidiaries of the Borrower (other than LSFCC or LSFLLC) in the ordinary course of business; (J) Debt of the Borrower and its Subsidiaries in the form of Permitted Domestic Receivables Purchase Transactions in form and substance reasonably satisfactory to the Administrative Agent, provided the Borrower and its Subsidiaries make the prepayment required pursuant to Section 2.06(b); (K) Debt of the Borrower to any of its Subsidiaries and Debt of any of its Subsidiaries to the Borrower or any of its other Subsidiaries outstanding on the Closing Date and listed on Schedule 4.01(w) hereto; (L) Debt between the Borrower and any of its Subsidiaries or between any of its Subsidiaries arising from purchases of inventory or raw materials in the ordinary course of business; (M) Debt arising from the honoring of a check, draft or similar instrument against insufficient funds; (N) Debt of the Borrower to any of its Subsidiaries and Debt of any of its Subsidiaries to the Borrower or any of its other Subsidiaries; PROVIDED, HOWEVER, that the sum, without duplication, of (i) the aggregate principal amount of all such Debt incurred after the date hereof PLUS (ii) the aggregate Investments permitted by Section 5.02(f)(x) PLUS (iii) the aggregate dispositions permitted by Section 5.02(e)(x) shall not exceed $50,000,000 in the aggregate during Fiscal Year 2001, $100,000,000 in the aggregate during Fiscal Years 2001 and 2002, taken as a single period, or $150,000,000 in the aggregate during Fiscal Years 2001, 2002 and 2003, taken as a single period; (O) Debt of the Borrower to any of its Subsidiaries and Debt of any of its Subsidiaries to the Borrower or any of its other Subsidiaries incurred in connection with a disposition permitted under Section 5.02(e)(xii); (P) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by its other Subsidiaries of the Borrower) incurred in connection with a Permitted Foreign Receivables Purchase Transaction permitted under Section 5.02(b)(iii)(F) in an amount not to exceed the ordinary course of businessproceeds thereof; and (lQ) In addition to the Debt described in the foregoing clauses (a) through (k), other Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%without duplication) of the Borrower’s Tangible Net Worth Borrower and its Subsidiaries not exceeding $150,000,000 in the aggregate principal amount at any time outstandingtime.

Debt. The Borrower will Parent shall not, nor will shall it permit any Restricted Subsidiary of the Borrower to, directly or indirectly, create, incur, create, assume or permit suffer to exist any Debt, except: (a) Debt to the Lenders pursuant to of any Loan Party under the Loan Documents; (b) Debt described on Schedule 9.9 to the Disclosure Letter and any extensions, renewals or refinancings of such existing Debt so long as (i) Debt outstanding on the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing Closing Date and listed on Schedule 10.2.3(b) and any Permitted Refinancing thereof and (ii) such intercompany Debt outstanding on the Closing Date and listed on Schedule 10.2.3(b) and any Permitted Refinancing thereof; provided, that (x) any intercompany Debt in excess of $5,000,000 shall be evidenced by an Intercompany Note, and (y) any Intercompany Debt of any Loan Party owed to any Person that is not a Loan Party shall be secured by any assets other than assets securing such Debt, if any, prior unsecured and subordinated to such renewal, extension or refinancingthe Obligations pursuant to the subordination provisions reasonably acceptable to Agent; (c) Guarantees by Parent and any Restricted Subsidiary in respect of Debt of Parent or any Restricted Subsidiary otherwise permitted hereunder; provided, that (i) no Guarantee by any Restricted Subsidiary of any Term Debt, any UST Tranche A Facility Indebtedness, any UST Tranche B Facility Indebtedness, any Permitted Junior Debt, any Term Refinancing Debt, any UST Tranche A Refinancing Debt, any UST Tranche B Refinancing Debt or any Permitted Refinancing of any of the foregoing shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein (provided, further, that, DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 this clause (i) shall not apply in the case of a Guarantee by any Foreign Subsidiary Guarantor owed of any Debt of another Foreign Subsidiary), and (ii) if the Debt being Guaranteed is, or is required by this Agreement to be, Subordinated Debt, such Guarantee shall be subordinated to the Borrower or another Subsidiary Guarantor; provided that such Debt must according Guarantee of the Obligations on terms (taken as a whole) at least as favorable to its terms be fully subordinate Lenders as those contained in all respects to any the subordination of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan DocumentDebt; (d) Guarantees Debt (other than Debt permitted under Section 10.2.3(b)) of Parent or any Restricted Subsidiary owing to any Loan Party or any other Restricted Subsidiary (or consisting of a Guaranty on behalf of Parent or any Restricted Subsidiary) to the extent constituting an Investment permitted by Section 10.2.2; provided, that (x) all such Debt of any Loan Party shall be evidenced by any Intercompany Note, and (y) any intercompany Debt owed to any Person that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the subordination provisions reasonably acceptable to Agent; (e) Attributable Debt and other Debt of Parent or any Restricted Subsidiary (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred prior to or within 270 days after the acquisition, lease or improvement of the applicable asset in an aggregate amount (together with any Permitted Refinancings thereof) not to exceed $25,000,000 at any time outstanding; (f) Debt in respect of Hedging Agreements designed to hedge against Parent’s or any Restricted Subsidiary’s exposure to interest rates, foreign exchange rates or commodities (including fuel) pricing risks incurred not for speculative purposes; (g) Debt of Parent or any Restricted Subsidiary (i) assumed in connection with any Permitted Acquisition or other Investment permitted hereunder, provided, that such Debt is not incurred in contemplation of such Investment, and any Permitted Refinancing thereof or (ii) incurred to finance a Permitted Acquisition or other Investment permitted hereunder and any Permitted Refinancing thereof; provided, that (w) in the case of clauses (i) and (ii), such Debt and all Debt resulting from a Permitted Refinancing thereof is unsecured (except for (A) Liens permitted by Section 10.2.1(s) and (B) Liens permitted by Section 10.2.1(ff)), (x) in the case of clauses (i) and (ii), both immediately prior and after giving effect thereto, (1) no Event of Default shall exist or result therefrom, and (2) immediately after giving effect to the incurrence of such Debt, the Total Leverage Ratio calculated on a Pro Forma Basis shall not be greater than the Total Leverage Ratio immediately prior to the consummation of the transaction, and (y) in the case of any such incurred Debt under clause (ii), such Debt matures after, and (except for any payments in respect of a Change of Control, asset sales, AHYDO catch-ups, and similar such payments) does not require any scheduled amortization or other scheduled payments of principal prior to, the then Latest Maturity Date; (h) Debt representing deferred compensation to employees of Parent or any Restricted Subsidiary incurred in the ordinary course of business and other obligations and liabilities arising under employee benefit plans in the ordinary course of business; (i) Debt consisting of unsecured promissory notes issued by Parent or any Restricted Subsidiary to current or former officers, managers, consultants, directors and DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Parent permitted by Section 10.2.6; (j) Debt incurred by Parent or any Restricted Subsidiary in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition expressly permitted hereunder, in each case, constituting indemnification obligations or obligations in respect of purchase price (including earnouts and holdbacks) or other similar adjustments; (k) Debt in respect of treasury, depository, credit card, debit card and cash management services or automated clearinghouse transfer of funds, overdraft or any similar services incurred in the ordinary course of business or any similar cash management services relating or secured pursuant to this Agreement or the Term Debt Documents (including Bank Product Debt) and any xxxxxx related to the Term Debt Documents or this Agreement; (l) Debt consisting of the financing of insurance premiums or take-or-pay obligations contained in supply arrangements that do not constitute Guarantees, in each case, in the ordinary course of business; (m) Debt incurred by Parent or any Restricted Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business and not in connection with the borrowing of money, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and returnreimbursement-of-money bonds, banker’s acceptances and other similar type obligations including those of the type described in Section 11.2(f)regarding workers compensation claims; (en) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Term Debt of the Borrower Documents, UST Tranche A Facility Documentation, UST Tranche B Facility Documentation or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g)Restricted Subsidiaries or obligations in respect of letters of credit, such Debtbank guarantees or similar instruments related thereto, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions case in the ordinary course of business or consistent with past practice and not in connection with the borrowing of the Borrower money or a Subsidiary of the BorrowerHedging Agreements; (ko) (x) (i) Term Debt of any Loan Party (including any Incremental Term Loans (as defined in the Term Debt Agreement)), (ii) Term Refinancing Debt of any Loan Party and (iii) any Permitted Refinancing of either of the foregoing, in each case to the extent permitted under, and subject to, the Term Debt Intercreditor Agreement or another intercreditor agreement in form and substance reasonably satisfactory to Agent and Administrative Borrower; provided that the aggregate principal amount outstanding (excluding interest paid in-kind or otherwise capitalize to principal) at any time of all such Debt under clauses (i) - (iii) of this Section 10.2.3(o)(x) shall not exceed $615,000,000, (y) (i) UST Tranche A Facility Indebtedness of any Loan Party, (ii) UST Tranche A Refinancing Debt of any Loan Party and (iii) any Permitted Refinancing of either of the foregoing, in each case to the extent permitted under, and subject to, the Term Debt Intercreditor Agreement or another intercreditor agreement in form and substance reasonably satisfactory to Agent and Administrative Borrower; provided that the aggregate principal amount outstanding (excluding interest paid in-kind or otherwise capitalize to principal) at any time of all such Debt under clauses (i) - (iii) of this Section 10.2.3(o)(y) shall not exceed $400,000,000 (and DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 such Debt, together with all Debt under clauses (i) - (iii) of this Section 10.2.3(o)(z) shall not exceed $700,000,000) and (z) (i) UST Tranche B Facility Indebtedness of any Loan Party, (ii) UST Tranche A Refinancing Debt of any Loan Party and (iii) any Permitted Refinancing of either of the foregoing, in each case to the extent permitted under, and subject to, the Term Debt Intercreditor Agreement or another intercreditor agreement in form and substance reasonably satisfactory to Agent and Administrative Borrower; provided that the aggregate principal amount outstanding (excluding interest paid in-kind or otherwise capitalize to principal) at any time of all such Debt under clauses (i) - (iii) of this Section 10.2.3(o)(z) shall not exceed $400,000,000 (and such Debt, together with all Debt under clauses (i) - (iii) of this Section 10.2.3(o)(y) shall not exceed $700,000,000); (p) Reserved; (q) Reserved; (r) Permitted Junior Debt of a Loan Party; provided, that (x) no Event of Default shall have occurred and be continuing at the time of the incurrence of such Debt or would result therefrom and (y) immediately after giving effect to the incurrence of such Permitted Junior Debt, the Total Leverage Ratio calculated on a Pro Forma Basis shall not be greater than 5.00 to 1.00 (as of the last day of the most-recently ended Fiscal Quarter for which financials statements have been delivered); (s) Debt consisting of commercial letters Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding not to exceed $25,000,000; (t) all premiums (if any), interest (including post-petition interest and interest paid in kind), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (0) above and (u) through (ee) below; (i) Debt in respect of the Specified Pension Fund Obligations and Guarantees thereof, to the extent existing on the Closing Date, by any Guarantor in an aggregate principal amount at any time outstanding not to exceed the amount outstanding as of the Closing Date (and as adjusted from time to time pursuant to any audits), plus any interest paid in kind thereon and any accrued but unpaid interest thereon and (ii) any Permitted Refinancing (excluding clause (b) thereof); (v) Debt in respect of the Existing Series A Notes that is fully discharged; (w) Debt in respect of the Existing Series B Notes in an aggregate principal amount not to exceed $17,000,000 (plus any increase in the principal amount thereof in respect of any interest paid in kind (rather than in cash) thereunder in accordance with the terms and conditions of the applicable indenture in effect as of the Closing Date, but minus any principal payments in respect thereof made in accordance with the terms and conditions of this Agreement) at any time outstanding; (x) Debt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made hereunder; DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 (y) Debt under any letter of credit (to the extent that such letter of credit is collateralized with cash, Cash Equivalents, deposit accounts or securities accounts maintaining cash, Cash Equivalents or investment property or the proceeds of the foregoing); provided, that the aggregate principal amount of Debt permitted by this clause (y) shall not exceed $25,000,000 at any time outstanding; (z) Debt arising under any Receivables Facility in an amount not to exceed $20,000,000 in the aggregate at any one time outstanding; provided, that, for purposes of this clause (z), the obligations under any such Receivables Facility may be full-recourse to Parent or any Restricted Subsidiary; and reimbursement provided, further, that Accounts sold or otherwise disposed of in connection with any full-recourse Receivables Facility described in the preceding proviso are limited to those Accounts permitted to be sold under Section 10.2.5(g); (aa) Debt in respect of Sale and Leaseback Transactions in an amount not to exceed $25,000,000 at any time outstanding; (bb) Debt in respect of Investments not prohibited by Section 10.2.2; (cc) Debt and other obligations therefor in respect of Disqualified Equity Interests in an amount not to exceed $25,000,000 outstanding at any time; (dd) Debt incurred in respect of credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called “procurement cards” or “P-cards”) or other similar cash management services, in each case, incurred in the Ordinary Course of Business; (ee) other Debt of Parent or any Restricted Subsidiary, in an aggregate principal amount at any time outstanding not to exceed the greater of $30,000,000 and Guarantees 2% of Consolidated Total Assets at the time of such reimbursement obligations by Subsidiaries of the Borrowerincurrence; and (ff) obligations, charges or liabilities incurred in the ordinary course of business; and business (land not representing Indebtedness for borrowed money) In addition outstanding as of the Amendment No. 6 Effective Date and identified to the Debt described Lenders in the foregoing clauses (a) through (k), Debt (including with respect schedule delivered to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstanding.Lenders on or prior to the Amendment No. 6

Debt. The Borrower will not, nor not and will it not permit any Subsidiary of the Borrower toto create, incur, create, assume or permit suffer to exist any DebtIndebtedness, except: (a) Debt to Obligations of the Lenders pursuant to Borrower and each Guarantor under this Agreement, the Guaranties and any other Loan Documents; (b) Debt described on Schedule 9.9 to the Disclosure Letter and any extensions, renewals or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing; (c) Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt Swap Obligations of the Borrower or any Subsidiary owing to any Bank (or any Affiliate of a Bank) or to any other counterparty acceptable to the Administrative Agent; (c) Indebtedness under any Treasury Management Agreement; (d) Indebtedness of any Subsidiary to the Borrower or a Wholly Owned Subsidiary; (e) the Prudential Obligations and any refinancings, extensions, renewals or replacements thereof, to the extent the principal amount of the Borrower constituting purchase money Debt Prudential Obligations (including Capital Lease Obligationsor refinancing thereof) is not increased and secured by purchase money Liens permitted by Section 11.2(g)the documents governing any refinancing of the Prudential Obligations do not contain terms, such Debtconditions, covenants and events of default which are more restrictive than those contained in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net WorthPrudential Note Documents; (f) Debt Indebtedness of any Guarantor under the Borrower or any Subsidiary of Prudential Note Guaranties, so long as the Borrower of the type described Prudential Intercreditor Agreement is in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Wortheffect; (g) Debt constituting obligations other Indebtedness not to reimburse worker’s compensation insurance companies for claims paid by exceed $100,000,000 in the aggregate at any time outstanding (such companies on behalf other Indebtedness may include Indebtedness of the Borrower or any Subsidiary acquired pursuant to a Permitted Acquisition, provided, however, that such Indebtedness shall not have been incurred in contemplation of the Borrower such Acquisition and in accordance with the policies issued to the Borrower or no case shall any such Subsidiary;Indebtedness remain in effect for a period of time beyond the maturity date of such Indebtedness in place when such Subsidiary was acquired); and (h) Debt secured by existing Indebtedness described on Schedule 7.2 hereto and any refinancings, extensions, renewals or replacements of such Indebtedness to the Liens permitted by Section 11.2(d) extent the documents governing such refinanced Indebtedness do not contain terms, conditions, covenants and Section 11.2(e); (i) unsecured Debt arising underevents of default which, created by and consisting of Hedge Agreementstaken collectively, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions are materially more restrictive than those contained in the ordinary course of business documents governing such Indebtedness as of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandingEffective Date.

Debt. The Borrower will not, nor and will it not permit any Subsidiary of the Borrower to, incur, create, assume assume, or permit to exist any Debt, except: (a) Debt to the Lenders Banks pursuant to the Loan Documents; (b) Debt described on Schedule 9.9 to the Disclosure Letter 10.1 hereto, and any extensions, renewals renewals, or refinancings of such existing Debt thereof so long as (i) the principal amount of such Debt and the interest rate charged thereon after such renewal, extension extension, or refinancing shall not exceed the principal amount of such Debt which was outstanding and the interest rate which was in effect immediately prior to such renewal, extension extension, or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension extension, or refinancing; (c) Intercompany Debt owed by one or more of a Subsidiary Guarantor owed the Subsidiaries to the Borrower or another to a Subsidiary Guarantoror owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt must according shall be subordinated in right of payment to its the obligations under the Loan Documents from and after such time as any portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms be fully subordinate and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not at any time exceed Two Hundred Thousand Dollars ($200,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in all respects a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed One Million Dollars ($1,000,000); provided that Borrower may loan to Darling International, Ltd. an aggregate additional amount of up to One Million Dollars ($1,000,000) if necessary to allow Darling International, Ltd. to pay any of such Subsidiary Guarantor’s indebtednessits taxes or other liability arising from the current tax audit of Darling International, liabilities or obligations to the Agent and the Lenders pursuant to any Loan DocumentLtd. conducted by Governmental Authorities in Canada; (d) Debt (including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) not to exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 10.2; (e) Guarantees and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed exceeding at any time an amount equal to fifteen percent outstanding One Million Dollars (15.0%$1,000,000) of the Borrower’s Tangible Net Worthin aggregate liability; (f) Debt of arising in connection with non-compete, consulting, or other similar agreements entered into after the Borrower Closing Date but only if the aggregate annual payments to be made under such agreements entered into after the Closing Date do not exceed Five Hundred Thousand Dollars ($500,000) annually and only if such agreements are approved by the Required Banks, which approval may be given or any Subsidiary of the Borrower of the type described withheld in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Wortheach Bank's sole discretion; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising underGuarantees, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business, of Debt of Persons who supply the Borrower or a Subsidiary with raw materials utilized in the Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to Raw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (h) obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the lender's title insurance policies required hereby; and (li) In Debt in addition to the Debt that specifically described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters h) of credit) this Section 10.1 which in the aggregate does not exceed twenty five percent One Million Dollars (25%$1,000,000) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstanding.

Debt. The Borrower will notNot, nor will it and not permit any Subsidiary of the Borrower other Loan Party to, create, incur, create, assume or permit suffer to exist any Debt, except: (a) Debt to Obligations under this Agreement and the Lenders pursuant to the other Loan Documents; (b) Debt described on Schedule 9.9 to the Disclosure Letter secured by Liens permitted by Section 11.2(d), and any extensions, renewals or and refinancings of such existing Debt so long as (i) thereof; provided that the principal aggregate amount of all such Debt after such renewal, extension or refinancing at any time outstanding shall not exceed $2,500,000, provided, however, the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt forgoing limit shall not be secured by any assets other than assets securing include a Sale Leaseback if such Debt, if any, prior to such renewal, extension or refinancingSale Leaseback is consummated in an arm’s-length manner on market terms and conditions; (c) Debt of a the Company to any domestic Wholly-Owned Subsidiary Guarantor owed or Debt of any domestic Wholly-Owned Subsidiary to the Borrower Company or another Subsidiary Guarantordomestic Wholly-Owned Subsidiary; provided that that, upon the reasonable request of Administrative Agent, such Debt must according to its terms 46 shall be fully subordinate evidenced by a demand note in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations form and substance reasonably satisfactory to the Administrative Agent and the Lenders pursuant obligations under such demand note shall be subordinated to any Loan Documentthe Obligations of the Company hereunder in a manner reasonably satisfactory to the Administrative Agent; (d) Guarantees Debt (excluding the Prudential Debt) described on Schedule 11.1 and other Debt incurred any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those excess of the type described in Section 11.2(f)amount set forth on such Schedule; (e) the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(ginitial Loans hereunder), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt Contingent Liabilities arising with respect to customary indemnification obligations in favor of the Borrower or any Subsidiary of the Borrower of the type described purchasers in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worthconnection with dispositions permitted under Section 11.5; (g) the Prudential Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf so long as the principal amount thereof is not increased and each mandatory payment of the Borrower or any Subsidiary of the Borrower principal and interest thereunder is timely made in accordance with the policies issued to terms of the Borrower or any such SubsidiaryPrudential Debt Documents; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e)Contingent Liabilities listed on Schedule 11.1; (i) unsecured Guaranties by the Company and/or its Subsidiaries in respect of Debt arising under, created of the Company or its domestic Subsidiaries permitted by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.this Section 11.1; (j) Debt arising from endorsement Hedging Obligations incurred in favor of negotiable instruments Administrative Agent, any Lender or any of their Affiliates for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrowerbona fide hedging purposes and not for speculation; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries owing to any trust created under a supplemental executive retirement program of the Borrower) incurred in the ordinary course of businessCompany; and (l) In addition to the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at Company owing to any time outstandingCanadian Entity.

Debt. The Borrower will shall not, nor will it permit any Subsidiary of the Borrower to, incureither directly or indirectly, create, assume assume, incur or permit to exist have outstanding any DebtDebt (including purchase money indebtedness), or become liable, whether as endorser, guarantor, surety or otherwise, for any debt or obligation of any other Person, except: (a) Debt to the Lenders pursuant to Obligations under this Agreement and the other Loan Documents; (b) Debt described on Schedule 9.9 to obligations of the Disclosure Letter and any extensionsBorrower for Taxes, renewals assessments, municipal or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancinggovernmental charges; (c) Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase for accounts payable, other than for money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g)borrowed, such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; (d) Subordinated Debt; (e) Hedging Obligations incurred in favor of Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) Debt for Capital Expenditures, other than Capital Expenditures constituting Permitted Acquisitions, provided that the aggregate amount of all such Debt outstanding at any time shall not exceed One Million and no/100 Dollars ($1,000,000.00); (g) Debt described on Schedule 9.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (h) performance guaranties issued by the Borrower of the operating obligations of its Subsidiaries made in the ordinary course of Borrower’s business; provided, however, such guaranties shall exclude any guaranty of the payment of such Subsidiaries’ monetary obligations; (i) other unsecured Subordinated Debt, in addition to the Debt listed above, in an aggregate amount outstanding at any time not to exceed One Million and 00/100 Dollars ($1,000,000.00); and (lj) In addition revolving loan facility Debt or Debt incurred in connection with advance payment or performance guaranties, each to the extent incurred by Borrower’s foreign Subsidiaries after the date hereof, provided, (i) the applicable foreign Subsidiary uses good faith efforts to utilize Lender or an Affiliate of Lender to obtain such financing (considering all of the business circumstances involved) and it is determined to be impractical for the applicable foreign Subsidiary to obtain such financing from Lender or any of Lender’s Affiliates, whether utilizing Letters of Credit issued under this Agreement or otherwise; and (ii) the total aggregate outstanding amount of such Debt described in incurred after the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which date hereof does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstanding$5,000,000.

Debt. The Borrower will notNot, nor will it and not permit any Subsidiary of the Borrower other Loan Party to, create, incur, create, assume or permit suffer to exist any Debt, except: (a) Debt to Obligations under this Agreement and the Lenders pursuant to the other Loan Documents; (b) Debt described on Schedule 9.9 to the Disclosure Letter and any extensions, renewals or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing; (c) Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (i) unsecured Debt arising under, created owing by and consisting any Borrower to any other Borrower or to any Domestic Wholly-Owned Subsidiary; (ii) Debt owing by any Domestic Wholly-Owned Subsidiary (other than a Borrower) that is a Guarantor to the Borrowers or to any other Domestic Wholly-Owned Subsidiary (other than the Borrowers); provided that in each of Hedge Agreements, provided, the cases of clause (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to any such Hedge Agreement Debt shall be evidenced by a demand note in the form of Exhibit H attached hereto and pledged and delivered to the Administrative Agent pursuant to the Collateral Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Loan Parties hereunder in a manner reasonably satisfactory to the Administrative Agent; and (iii) unsecured Debt owing by a Loan Party to a First-Tier Foreign Subsidiary, provided such Debt is subordinated to the prior payment in full, in cash, of the Obligations on terms reasonably acceptable to Administrative Agent; and (iv) Debt owing by a Foreign Subsidiary to any other Foreign Subsidiary; (d) unsecured Subordinated Debt (other than Debt owing by a Loan Party to any other Loan Party or any Affiliate thereof) in an amount at any time outstanding not to exceed $10,000,000; (e) Hedging Obligations approved by Administrative Agent and incurred in favor of a Lender (or an Affiliate thereofthereof (other than any Hedging Agreement existing as of the Closing Date, which can be with any Person) for bona fide hedging purposes and not for speculation; (f) Debt existing on the date hereof described on Schedule 9.26 and any extension, renewal or shall refinancing thereof so long as neither the principal amount thereof is increased, the weighted average life to maturity decreased or, if secured, any additional collateral is granted as security therefor; (g) the Debt to be rated Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the initial Loans hereunder); (h) unsecured Contingent Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Permitted Acquisitions and purchasers in connection with dispositions permitted under Section 11.4; (i) up to $5,000,000 at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.any time outstanding of Acquired Debt assumed in Permitted Acquisitions; (j) unsecured Debt arising from endorsement in respect of negotiable instruments for deposit bid, performance or collection surety, appeal or similar transactions bonds issued for the account of and completion guarantees provided by the Loan Parties in the ordinary course of business of the Borrower or a Subsidiary of the Borrowerbusiness; (k) Debt consisting arising from the honoring by a bank or other financial institution of commercial letters a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of credit and reimbursement obligations therefor business; provided, however, that such Debt is extinguished within five Business Days of incurrence; (and Guarantees l) Debt arising in connection with endorsement of such reimbursement obligations by Subsidiaries of the Borrower) incurred instruments for deposit in the ordinary course of business; and (lm) In addition to the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandingCompany under the Canadian Guaranty.

Debt. The Borrower will not, nor and will it not permit any Subsidiary of the Borrower to, incur, create, assume or permit suffer to exist any Debt, except: (a) Debt to the Lenders pursuant to Notes or other Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Obligations arising under the Loan Documents; (b) Debt of the Borrower and its Subsidiaries existing on the Effective Date that is reflected in the Financial Statements and described on Schedule 9.9 to the Disclosure Letter and any extensions, renewals or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing9.02; (c) Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtednessaccounts payable and accrued expenses, liabilities or other obligations to pay the Agent 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 the Lenders pursuant to any Loan Documentfor which adequate reserves have been maintained in accordance with GAAP; (d) Guarantees Debt under Capital Leases or nonrecourse purchase money Debt in respect of equipment purchases not to exceed $10,000,000 at any time; (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and other Gas Properties; (f) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Sections 9.05(g), (q) or (s); (g) endorsements of negotiable instruments for collection in the ordinary course of business; (h) Debt arising under take-or-pay agreements or gas balancing agreements which do not give rise to liability in the aggregate on a consolidated basis for the Borrower in excess of $2,000,000 at any one time outstanding; (i) Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt business in connection with Swap Agreements provided they are permitted under Section 9.18 of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.this Agreement; (j) Debt arising from endorsement of negotiable instruments Unrestricted Subsidiaries for deposit which neither the Borrower nor any Restricted Subsidiary shall be liable as an obligor, under any guarantee or collection otherwise; (k) obligations with respect to Series C preferred stock issued by the Borrower prior to the Effective Date, so long as any dividends with respect thereto comply with the provisions of Section 9.04; (l) obligations with respect to Series D preferred stock issued by the Borrower under the certificate of designations therefor filed by the Borrower with the Secretary of State of Delaware, so long as any dividends with respect thereto comply with the provisions of Section 9.04; (m) Debt of Alpha Hunter Drilling, LLC, Hunter Real Estate, LLC and Triad Hunter LLC guaranteed by the Borrower in an amount not to exceed $10,000,000 in the aggregate which Debt shall be on terms and conditions reasonably satisfactory to the Administrative Agent and have terms and conditions no more restrictive that the terms and conditions set forth in this Agreement; (n) the Hall Houston Debt in an amount not to exceed $640,695 at any one time outstanding; (o) Debt of the Borrower for the acquisition and/or financing of a corporate airplane in an amount not to exceed $4,100,000 and otherwise on terms and conditions reasonably satisfactory to the Administrative Agent; (p) Debt under the First Lien Credit Agreement and any guarantees thereof, and any refinancing or similar transactions replacement thereof, provided that such Debt is subject to, and in compliance with, the Intercreditor Agreement; (q) (i) guarantees by the Borrower and any Guarantor in respect of Debt otherwise permitted by this Section 9.02 and (ii) unsecured guarantees by the Borrower and its Subsidiaries at any one time outstanding not to exceed $2,000,000 in respect of Debt of Unrestricted Subsidiaries incurred in the ordinary course of business in connection with accounts payable which are not greater than ninety (90) days past the date of the Borrower invoice or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit which are being contested in good faith by appropriate action and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred for which adequate reserves have been maintained in the ordinary course of businessaccordance with GAAP; and (lr) In addition other Debt not to the Debt described exceed $3,000,000 in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any one time outstanding.

Debt. The (i) Other than indebtedness (1) where, in connection with the release of a Mortgaged Property, the net proceeds thereof are applied to the repayment of the Loan in accordance with SECTION 2.5 or (2) that is Permitted Indebtedness, neither Borrower will not, nor will it permit incur or assume any Subsidiary Indebtedness for borrowed money not existing as of the date hereof which is secured by a Lien on any Mortgaged Property. Neither Borrower to, incur, create, assume or permit shall have at any time outstanding Indebtedness (including outstanding amounts under the Note which shall be allocated to exist any Debt, except: (a) Debt each Borrower in proportion to the Lenders relative values of the Mortgaged Properties owned by the respective Borrowers determined pursuant to the Loan Documents; (b) Debt described on Schedule 9.9 to the Disclosure Letter and any extensions, renewals or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such DebtInitial Appraisals or, if anyobtained, prior to such renewal, extension the Interim Appraisal or refinancing; (cthe Second Appraisals) Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen which exceeds seventy percent (15.070%) of the Gross Asset Value of Borrower’s Tangible Net Worth; 's assets (f) Debt of including the Mortgaged Properties). Neither Borrower shall have, incur, assume or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not suffer to exceed exist at any time an amount equal any Indebtedness (other than Permitted Indebtedness) which is recourse to twenty such Borrower (other than customary indemnification, recourse carve-out and similar contingent obligations) and which does not currently exist on the Closing Date. The outstanding principal under the Note shall at no time exceed seventy percent (20.070%) of the Borrower’s Tangible Net Worth;aggregate value of the Mortgaged Properties then subject to the Mortgage determined pursuant to the Initial Appraisals or, if obtained, the Interim Appraisal or the Second Appraisals. (gii) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of For so long as the Borrower or any Subsidiary of the Borrower Interest Guaranty has not terminated in accordance with the policies issued to the Borrower SECTION 12.1, Guarantor shall not at any time have total Indebtedness for borrowed money (determined on a consolidated basis but, for Persons in which Guarantor holds a direct or any indirect ownership interest (including Subsidiaries) but less than 100% of such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising underownership interests, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements total Indebtedness shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business only include Guarantor's pro-rata share of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees Indebtedness of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt described in the foregoing clauses (a) through (kPerson), Debt (including with respect to standby letters of credit) which does not exceed twenty five exceeds seventy percent (2570%) of the Borrower’s Tangible Net Worth Gross Asset Value of Guarantor's assets. Compliance by Guarantor with the foregoing covenant shall be verified on a quarterly basis as of the end of each quarter by the financial statements delivered pursuant to SECTION 5.1(j) For so long as the Interest Guaranty is in aggregate principal amount effect, Guarantor will not have outstanding at any time outstandingrecourse Indebtedness (other than indemnification, recourse carve-out and similar contingent obligations) in excess of fifty million dollars ($50,000,000). Guarantor hereby agrees that any Indebtedness of Guarantor owed to any wholly-owned Affiliate of Guarantor is hereby and shall remain subordinated to Guarantor's obligations under this Agreement.

Debt. The Borrower Each Company agrees that it will not, nor will it permit any Subsidiary of the Borrower to, create, incur, create, assume or suffer or permit to exist any Debt, including indebtedness for borrowed money or any indebtedness constituting the deferred portion of the purchase price of any property, except: (a) Debt to any Obligations, whether evidenced by the Lenders pursuant to the Loan DocumentsSenior Subordinated Notes or any other instruments; (b) Debt described on Schedule 9.9 to the Disclosure Letter and any extensions, renewals or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing; (c) Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees suppliers and other Debt trade creditors incurred in the ordinary course of business by such Company and its Subsidiaries; (c) Senior Debt in the aggregate maximum amount equal to the amount defined as “Senior Debt” under and pursuant to Senior Lender Subordination Agreement; provided, however, the Borrowers shall be permitted to refinance the Senior Debt with another financial institution (a “Replacement Senior Lender”) subject to the satisfaction of the following conditions: (i) the aggregate principal amount of the replacement senior debt to be provided by such Replacement Senior Lender shall not exceed the maximum amount of Senior Debt permitted in accordance with this Section 7.1(c) (the “Replacement Senior Debt”); (ii) the Lenders shall have received not less than thirty (30) days prior written notice of the closing of any Replacement Senior Debt (including copies of all documents relating to such Replacement Senior Debt in “draft” form not less than fifteen (15) Business Days prior to the closing thereof and final copies of such documents promptly upon such closing (the “Replacement Senior Loan Documents”); (iii) the Replacement Senior Loan Documents shall be satisfactory to the Lenders and on terms substantially similar to the Senior Loan Documents, including, without limitation, similar amortization periods with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those the repayment of the type described Senior Debt and financial covenants similar to the financial covenants currently set forth in Section 11.2(f); the Senior Loan Documents; (eiv) Debt the Replacement Senior Lender and the Lenders shall have executed an intercreditor and subordination agreement dated the date of the Borrower or any Subsidiary closing of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Replacement Senior Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured form as may be reasonably required by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Replacement Senior Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of creditthe Replacement Senior Debt but containing terms which are not materially more onerous on the Lenders as the Senior Lender Subordination Agreement; and (v) the net cash proceeds received by Borrowers from the Replacement Senior Debt shall be used by the Borrowers to repay the outstanding principal balance due and owing by Borrowers under the Senior Debt, which does not exceed twenty five percent (25%) repayment shall be accompanied by a permanent termination of the Borrower’s Tangible Net Worth Senior Debt and a release on any Liens on the Companies’ assets. (d) Debt to the Sellers in aggregate principal amount at any time outstandingrespect of the Earnout Payments.

Debt. The Borrower will not, nor will it permit any Subsidiary of the Borrower toCreate, incur, create, assume or permit suffer to exist any Debt, except: (a) Debt to of the Lenders pursuant to LCC Consolidated Entities under this Agreement, the Loan Notes, the Letters of Credit, the Interest Rate Protection Agreements, the Currency Protection Agreements and the other Facility Documents; (b) Debt described on Schedule 9.9 to the Disclosure Letter and any extensionsSCHEDULE 6.10 but no renewals, renewals extensions or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancingthereof; (c) Debt consisting of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders Guaranties permitted pursuant to any Loan DocumentSection 8.02; (d) Guarantees Consolidated Subordinated Debt; (e) Debt under documentary and standby letters of credit exclusive of the Letters of Credit so long as the aggregate reimbursement obligations under such letters of credit together with the aggregate reimbursement obligations of all outstanding letters of credit described on SCHEDULE 6.10 does not exceed at any time $750,000; (f) Debt of (i) any Obligor (other than the Subsidiary Borrower) to any other Obligor (other than the Subsidiary Borrower), (ii) the Borrower to any of its Subsidiaries so long as such Debt is subordinated to the Obligations on terms and conditions acceptable to the Required Lenders and (iii) in addition to the Debt permitted under clauses (i) and (ii) of this paragraph (f), any Subsidiary of the Borrower to the Borrower so long as (A) such Debt is evidenced by a promissory note on terms reasonably acceptable to the Required Lenders which promissory note shall be pledged to the Administrative Agent as collateral for the Obligations and (B) the aggregate principal amount of all such Debt does not exceed at any time $1,000,000; (g) accounts payable to trade creditors for goods or services which are not aged more than 120 days from billing date and current operating liabilities (other than for borrowed money) which are not more than 120 days past due, in each case incurred in the ordinary course of business with respect to surety and appeal bondspaid within the specified time, performance unless contested in good faith and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary;appropriate proceedings; and (h) Debt of any LCC Consolidated Entity secured by the Purchase Money Liens permitted by Section 11.2(d8.03(j) and Section 11.2(e); (i) unsecured any renewals, extensions or refinancings thereof so long as the aggregate principal amount of all such Debt arising under, created together with all Debt then outstanding secured by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt Purchase Money Liens described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which on SCHEDULE 6.10 does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstanding$1,000,000.

Debt. The Borrower will not, nor will it permit any Subsidiary of the Borrower toCreate, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Debt, except: (a) Debt to in the Lenders pursuant to the case of any Loan Documents; (b) Debt described on Schedule 9.9 to the Disclosure Letter and any extensionsParty, renewals or refinancings of such existing Debt so long as (i) the principal amount Debt in respect of Hedge Agreements required to be maintained pursuant to Section 6.15, and such Debt after such renewal, extension other Hedge Agreements entered into to hedge against fluctuations in interest rates or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing; (c) Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent foreign exchange rates and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt price of metals incurred in the ordinary course of business and consistent with respect to surety prudent business practice, and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (eii) Debt in respect of the Borrower any Existing Letter of Credit or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued Bank Guarantee to the Borrower extent that a Letter of Credit has been issued and is outstanding hereunder to support such Loan Party’s reimbursement obligation in respect of such Existing Letter of Credit or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e)Bank Guarantee; (i) in the case of any Foreign Subsidiary, unsecured Debt arising underowed to the European Borrower or Allweiler Group GmbH or to another Foreign Subsidiary which is a Secured Loan Party of which such first Foreign Subsidiary is a direct or indirect Wholly Owned Subsidiary, created (ii) in the case of any other Subsidiary of the US Borrower, unsecured Colfax Credit Agreement Debt owed to the US Borrower or to a Wholly Owned Subsidiary (other than a Foreign Subsidiary) of the US Borrower, (iii) in the case of any Subsidiary of the European Borrower, unsecured Debt owed to the European Borrower or to a Wholly Owned Subsidiary of the European Borrower which is a Secured Loan Party, and (iv) additional unsecured Debt owed by any Loan Party or any of its Subsidiaries to any other Loan Party or any of its Subsidiaries; provided that, in each case, such Debt (A) owed to a US Obligations Guarantor shall constitute Pledged Debt securing the Guaranteed Obligations, (B) shall be on terms acceptable to the Administrative Agent, (C) shall be evidenced by promissory notes in form and consisting substance satisfactory to the Administrative Agent, and such promissory notes shall be pledged as security for the Obligations of Hedge Agreementsthe holder thereof under the Loan Documents to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Security Agreement, providedand (D) in the case of clause (iv), shall not exceed an aggregate amount of $50,000,000 outstanding at any time less the aggregate amount of equity Investments made after the Closing Date pursuant to Section 7.06(a)(iv); (c) in the case of the US Borrower and its Subsidiaries, (i) such Hedge Agreements shall have been entered into for Debt under the purpose of hedging actual risk and not for speculative purposes and Loan Documents, (ii) that each counterparty Debt secured by Liens permitted by Section 7.01(d) not to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions exceed in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; aggregate $20,000,000 at any time outstanding, (kiii) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations unsecured trade payables not overdue by Subsidiaries of the Borrower) more than 60 days incurred in the ordinary course of business; and , and (liv) In addition to the Debt described (A) Capitalized Leases, (B) in the foregoing clauses (a) through (k)case of Capitalized Leases to which any Subsidiary is a party, Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstanding.of

Debt. The Borrower will not, nor will it permit any Subsidiary of the Borrower to, not incur, create, assume assume, or permit to exist exist, and will not permit any Restricted Subsidiary to incur, create, assume, or permit to exist, any Debt, except:except the following (herein referred to as "Permitted Debt"): (a) Debt to the Lenders Agents, the Banks and the Issuing Banks pursuant to or in connection with the Loan Documents; (b) Existing Debt described on Schedule 9.9 8.9 hereto; (c) The Senior Unsecured Debt, the Marketing Debt, the Trade Guarantees, and the Marketing Note; (d) Debt owed by the Borrower to an Affiliate; provided that such Debt is fully subordinated to the Disclosure Letter Obligations pursuant to a subordination agreement satisfactory in form and substance to the Administrative Agent; (e) Debt consisting of current liabilities for taxes and other assessments incurred in the ordinary course of business that are not delinquent or are being contested in good faith and by appropriate proceedings, provided, that, adequate reserves have been set aside in accordance with GAAP; (f) Debt owed by the Borrower in connection with its guaranty of the obligations of Xxxxxx Xxxxxxx International, LLC to Xxxxx Fargo HSBC Trade Bank N.A. provided that the amount guaranteed by the Borrower does not exceed $3,000,000; (g) Debt owed by the Borrower and the Restricted Subsidiaries in connection with Capital Lease Obligations entered into in the ordinary course of business up to an aggregate amount of $7,500,000; (h) Debt owed by a Restricted Subsidiary of the Borrower to the Borrower or to another Restricted Subsidiary of the Borrower provided that any extensions, renewals or refinancings Debt owing to the Borrower must be assigned to the Collateral Agent for the benefit of such existing Debt so long as the Banks; (i) Debt owed by the principal amount Borrower to any Restricted Subsidiary provided the Restricted Subsidiary has assigned its rights under such Debt to the Collateral Agent for the benefit of the Banks; (j) Debt payable in cash or common stock of the Borrower or such Restricted Subsidiary, at the sole option of such Person; provided that (i) such Debt after such renewal, extension or refinancing shall not exceed $5,000,000 in the principal amount of such Debt which was outstanding immediately prior to such renewalaggregate at any time, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing; (c) Debt of a Subsidiary Guarantor owed subordinate to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its Obligations on terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations reasonably satisfactory to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower;Administrative Agent; and (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition not otherwise permitted pursuant to the Debt described in the foregoing clauses (a) through (k), Debt (including with respect j) above in an aggregate amount not to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount $2,500,000 at any time outstandingoutstanding (excluding, without limitation, existing Debt described on Schedule 8.9 hereto and Debt owed in connection with Capital Lease Obligations).

Debt. The Borrower will Each Loan Party and the Parent shall not, nor will it and not permit any Subsidiary of the Borrower its Subsidiaries to, create, incur, create, assume or suffer or permit to exist any Debt, except: (a) Debt to Obligations under this Agreement and the Lenders pursuant to the other Loan Documents; (b) Debt described on Schedule 9.9 to of the Disclosure Letter Company or any of its Subsidiaries secured by Liens permitted by Section 11.3(e), and any extensions, renewals or and refinancings of such existing Debt so long as (i) thereof; provided that the principal aggregate amount of all such Debt after such renewal, extension or refinancing at any time outstanding shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing$175,000; (c) Debt of a the Company to any domestic Wholly-Owned Subsidiary Guarantor owed or Debt of any domestic Wholly-Owned Subsidiary to the Borrower Company or another Subsidiary Guarantordomestic Wholly-Owned Subsidiary; provided that such Debt must according to its terms shall be fully subordinate evidenced by a demand note in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations form and substance satisfactory to the Administrative Agent and pledged and delivered to the Lenders Administrative Agent pursuant to any Loan Documentthe Collateral Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Company hereunder in a manner satisfactory to the Administrative Agent; (d) Guarantees and other Debt incurred in the ordinary course of business Contingent Liabilities arising with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar customary indemnification obligations including those in favor of the type described purchasers in connection with dispositions permitted under Section 11.2(f)11.4; (e) Contingent Liabilities of the Company and/or its Subsidiaries in respect of Debt of the Borrower Company or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens its domestic Wholly-Owned Subsidiaries permitted by this Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth11.1; (f) Debt of Hedging Obligations approved in writing by the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, Administrative Agent for bona fide hedging purposes and not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worthfor speculation; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies described on behalf of Schedule 11.1 and any extension, renewal or refinancing thereof so long as the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiaryprincipal amount thereof is not increased; (h) the Debt secured by to be Repaid (so long as such Debt is repaid on the Liens permitted by Section 11.2(d) and Section 11.2(eClosing Date with the proceeds of the Loans hereunder); (i) unsecured the Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be assumed in connection with a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.Permitted Convertible Note Offering; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower;Approved Subordinated Debt; and (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred Specified Financing in the ordinary course principal amount of business; and (l) In addition up to $2,000,000, subject at all times to the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandingSpecified Financing Intercreditor Agreement.

Debt. The Borrower will not, nor will it permit any Subsidiary of the Borrower toCreate, incur, create, assume or permit suffer to exist any Debt, except: (a) Debt to Obligations under this Agreement and the Lenders pursuant to the other Loan Documents; (b) Debt described on Schedule 9.9 to the Disclosure Letter secured by Liens permitted by Sections 7.02(d), 7.02(h) and any 7.02(j), and extensions, renewals or and refinancings of such existing Debt so long as (i) thereof; provided that the principal aggregate amount of all such Debt after such renewal, extension or refinancing at any time outstanding shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing$20,000,000; (c) Debt of a Co-Borrower to any domestic Wholly-Owned Subsidiary Guarantor owed or Debt of any Wholly-Owned Subsidiary to the a Co-Borrower or another Subsidiary Guarantorto a domestic Wholly-Owned Subsidiary; provided that such Debt must according to its terms shall be fully subordinate evidenced by a demand note in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations form and substance reasonably satisfactory to the Administrative Agent and pledged and delivered to the Lenders Administrative Agent pursuant to any Loan Documentthe Collateral Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Co-Borrowers hereunder in a manner reasonably satisfactory to the Administrative Agent; (d) Guarantees Hedging Obligations approved by Administrative Agent and other Debt incurred in the ordinary course favor of business with respect to surety a Lender or an Affiliate thereof for bona fide hedging purposes and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f)not for speculation; (e) Debt of described on Schedule 7.01 and any extension, renewal or refinancing thereof so long as the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, principal amount thereof is not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worthincreased; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described assumed in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, connection with Acquisitions permitted under Section 7.05 not to exceed $10,000,000 at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worthoutstanding; (g) Debt constituting obligations consisting of seller financing incurred in connection with Acquisitions permitted under Section 7.05 not to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or exceed $10,000,000 at any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiarytime outstanding; (h) Debt secured incurred by a Co-Borrower or any Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price, earn-outs or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the Liens permitted by Section 11.2(d) and Section 11.2(e)performance of such Co-Borrower or any such Subsidiary pursuant to such agreements; (i) unsecured guaranties by any Co-Borrower or any Subsidiary of Debt arising underof any other Co-Borrower or any Subsidiary with respect to, created by and consisting of Hedge Agreementsin each case, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty Debt otherwise permitted to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.;incurred pursuant to this Section 7.01; and (j) Debt arising from endorsement so long as there exists no Default before and immediately after giving effect to the incurrence of negotiable instruments for deposit or collection or similar transactions any such Debt, other unsecured Debt, in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt described listed above, in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does an aggregate outstanding amount not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandingexceeding $20,000,000.

Debt. The Borrower will not, nor and will it not permit any Subsidiary of the Borrower to, incur, create, assume or permit to exist any Debt, except:except (subject to the proviso below): (a) Debt to the Lenders pursuant to the Loan Documents; (b) unsecured Debt described on Schedule 9.9 to the Disclosure Letter and any extensionsunder Interest Rate Protection Agreements entered into in compliance with SECTION 8.16; PROVIDED, renewals or refinancings of such existing HOWEVER, that Debt so long as (i) the principal amount of thereunder may be secured if such Debt after such renewal, extension or refinancing shall not exceed constitutes a part of the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancingObligations; (c) existing Debt of a Subsidiary Guarantor owed to in the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent principal amounts and the Lenders pursuant to any Loan Documentas otherwise described on SCHEDULE 7.10 hereto; (d) Guarantees Debt of the Borrower incurred to finance the acquisition, construction, installation or improvement of any capital assets; PROVIDED that (i) such Debt is incurred within [*] days of such acquisition or the completion of such construction, installation or improvement, (ii) any such Debt incurred in connection with any particular acquisition, construction, installation or improvement shall not exceed [*]% of the cost of such acquisition, construction, installation or improvement, and other (iii) the aggregate principal amount of all Debt permitted by this CLAUSE (D) or a refinancing thereof permitted by CLAUSE (I) below shall not exceed $1,000,000 at any time outstanding; (e) Subordinated Debt of the Borrower which has been approved by the Administrative Agent and the Required Lenders in writing; (f) Eligible Secured Debt; (g) liabilities of the Borrower in respect of unfunded vested benefits under any Plan if and to the extent that the existence of such liabilities will not constitute, cause or result in a Default; (h) intercompany Debt between or among the Borrower and any of its Wholly-Owned Subsidiaries incurred in the ordinary course of business with respect to surety and appeal bonds(including, performance and returnwithout limitation, Debt owed by the Wholly-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt Owned Subsidiaries of the Borrower to the Borrower in connection with loans of proceeds of (x) the Loans made by the Borrower to such Subsidiaries, the proceeds of which loans are used for the purposes permitted by SECTION 2.10 and (y) other loans constituting Eligible Secured Debt made by other lenders, the proceeds of which are used to purchase assets to be used in the construction and operation of the Network), subject to the following requirements: any and all of the Debt permitted pursuant to this CLAUSE (H) (i) shall not exceed $1,000,000 in aggregate principal amount outstanding (exclusive of any loans made by the Borrower to PFE pursuant to SECTION 2.10(B)), (ii) shall be unsecured, (iii) shall be evidenced by instruments satisfactory to the Administrative Agent which will be pledged to the Administrative Agent (or the Collateral Agent, if the Collateral Agency Agreement is in effect) for the benefit of the Administrative Agent and the Lenders, and (iv) shall be subordinated to the Obligations pursuant to a subordination agreement in form and substance satisfactory to the Administrative Agent; PROVIDED, HOWEVER, that temporary advances made from time to time in the ordinary course of business not to exceed $100,000 in aggregate principal amount at any time owing by any Wholly-Owned Subsidiary of the Borrower constituting to the Borrower shall not be required to meet the requirements of CLAUSE (III) or CLAUSE (IV) preceding; (i) purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens, which Debt and Liens are permitted by Section 11.2(gunder and meet all of the requirements of CLAUSE (G) (including SUBCLAUSES (I), such Debt(II), in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%III) of the Borrower’s Tangible Net Worth; and (fIV) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (lthereof) of the definition of Debt, such Debt, Permitted Liens contained in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.SECTION 1.1; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower incurred to refinance any Debt referred to in CLAUSE (C), (D) or (E) above; PROVIDED that (i) the principal amount of any such Debt does not exceed the principal amount of, plus accrued interest and any prepayment premiums applicable to, the Debt refinanced thereby plus any commitment fees or any other out-of-pocket expenses incurred in connection with such refinancing, (ii) any such Debt has a Subsidiary scheduled final maturity date that is on or after the scheduled final maturity date of the BorrowerDebt refinanced thereby, (iii) any such Debt has a weighted average life to maturity that is equal to or longer than the remaining weighted average life to maturity of the Debt refinanced thereby, determined immediately prior to giving effect to such refinancing, (iv) any such Debt does not include any provisions that may require mandatory Repayment thereof prior to scheduled maturity, other than scheduled repayments taken into consideration in determining compliance with CLAUSE (III) above, and does not include other provisions that are materially more burdensome taken as a whole than the provisions included in the Debt being refinanced (except that Eligible Secured Debt that is incurred to refinance other Eligible Secured Debt permitted by this SECTION 9.1 may have prepayment provisions that are substantially the same as those applicable to the Loans hereunder), (v) any such Debt shall not be Guaranteed or secured by any Lien unless the Debt being refinanced was Guaranteed or secured (in which case such Debt shall not be Guaranteed by any Person that did not Guarantee the Debt being refinanced and shall not be secured by a Lien on any asset that did not secure the Debt being refinanced), except that Eligible Secured Debt that is incurred to refinance other secured Debt permitted by SECTION 9.1 may be secured by the Security Documents if the assets securing such refinanced secured Debt become Collateral effective upon such refinancing, and (vi) if the Debt being refinanced is Subordinated Debt, then any Debt incurred to refinance such Subordinated Debt shall be subordinated to the Obligations on terms no less favorable to the Lenders than the terms of the Subordinated Debt being refinanced; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred Qualifying Fiber or Conduit Purchases entered into in the ordinary course of business; and (l) In addition Guaranties by the Borrower of Debt of its Subsidiaries, other than PRE, permitted pursuant to this Agreement, and Guaranties by the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) Subsidiaries of the Borrower’s Tangible Net Worth , other than PRE, of Debt of the Borrower permitted pursuant to this Agreement; PROVIDED, HOWEVER, notwithstanding the foregoing or anything to the contrary contained in aggregate principal amount at this Agreement, (i) PRE shall not incur, create, assume or permit to exist any time outstandingDebt other than the Debt referred to in CLAUSE (A) preceding and Guarantees of Eligible Secured Debt referred to in CLAUSE (F) preceding, (ii) PFE shall not incur, create, assume or permit to exist any Debt other than the Debt referred to in CLAUSE (A) preceding and Guarantees of Eligible Secured Debt referred to in CLAUSE (F) preceding and subordinated, intercompany Debt owed to the Borrower referred to in CLAUSE (H) preceding, and (iii) the Borrower will not, and will not permit any Subsidiary of the Borrower to, incur, create, assume or permit to exist any Debt which is secured by any Lien created, evidenced or governed by any of the Security Documents other than the Obligations and other Eligible Secured Debt.

Debt. The Borrower will notNot, nor will it and not permit any Subsidiary of the Borrower other Loan Party to, create, incur, create, assume or permit suffer to exist any Debt, except: (a) Debt to Obligations under this Agreement and the Lenders pursuant to the other Loan Documents; (b) Debt described on Schedule 9.9 to the Disclosure Letter secured by Liens permitted by Section 7.2(d), and any extensions, renewals or and refinancings of such existing Debt so long as (i) thereof; provided that the principal aggregate amount of all such Debt after such renewal, extension or refinancing at any time outstanding shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing$500,000; (c) Debt of a Borrower to any domestic Wholly-Owned Subsidiary Guarantor owed or Debt of any domestic Wholly-Owned Subsidiary to the Borrower or another Subsidiary Guarantordomestic Wholly-Owned Subsidiary; provided that such Debt must according shall be evidenced by a demand note in form and substance reasonably satisfactory to its terms be fully subordinate in all respects Lender and pledged and delivered to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations Lender pursuant to the Agent Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the Lenders pursuant obligations under such demand note shall be subordinated to any Loan Documentthe Obligations hereunder in a manner reasonably satisfactory to Lender; (d) Guarantees and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those described on Schedule 7.1 as of the type described in Section 11.2(f)Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) Hedging Obligations for bona fide hedging purposes and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worthfor speculation; (f) Debt guarantees of obligations under real property leases and obligations in respect of severance payments provided by the Borrower in favor of any Subsidiary or by any Subsidiary in favor of either the Borrower or any Subsidiary of other Subsidiary, so long as any such guarantee is provided at the Borrower of the type described in clause (l) of the definition of Debt, time such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worthobligations are incurred; (g) Debt constituting Contingent Obligations arising with respect to customary indemnification obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf in favor of the Borrower or any Subsidiary of the Borrower purchasers in accordance connection with the policies issued to the Borrower or any such Subsidiary;Dispositions permitted under Section 7.4; and (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e)Contingent Obligations of Atlas consisting of guarantees of obligations of Subsidiaries of Borrower that do not constitute Debt, in an aggregate amount not to exceed $250,000 for all such guarantees; (i) unsecured Debt arising under, created by earn-out payments otherwise permitted under the terms of this Agreement and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.;External Credit Facility; and (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions other Debt, in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt described listed above, in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does an aggregate outstanding amount not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandingexceeding $250,000.

Debt. The Borrower will Each Loan Party and the Parent shall not, nor will it and not permit any Subsidiary of the Borrower its Subsidiaries to, create, incur, create, assume or suffer or permit to exist any Debt, except: (a) Debt to Obligations under this Agreement and the Lenders pursuant to the other Loan Documents; (b) Debt described on Schedule 9.9 to of the Disclosure Letter Company or any of its Subsidiaries secured by Liens permitted by Section 11.2(e), and any extensions, renewals or and refinancings of such existing Debt so long as (i) thereof; provided that the principal aggregate amount of all such Debt after such renewal, extension or refinancing at any time outstanding shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing$175,000; (c) Debt of a the Company to any domestic Wholly-Owned Subsidiary Guarantor owed or Debt of any domestic Wholly-Owned Subsidiary to the Borrower Company or another Subsidiary Guarantordomestic Wholly-Owned Subsidiary; provided that such Debt must according to its terms shall be fully subordinate evidenced by a demand note in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations form and substance satisfactory to the Administrative Agent and pledged and delivered to the Lenders Administrative Agent pursuant to any Loan Documentthe Collateral Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Company hereunder in a manner satisfactory to the Administrative Agent; (d) Guarantees and other Debt incurred in the ordinary course of business Contingent Liabilities arising with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar customary indemnification obligations including those in favor of the type described purchasers in connection with dispositions permitted under Section 11.2(f)11.4; (e) Contingent Liabilities of the Company and/or its Subsidiaries in respect of Debt of the Borrower Company or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens its domestic Wholly-Owned Subsidiaries permitted by this Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth11.1; (f) Debt of Hedging Obligations approved in writing by the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, Administrative Agent for bona fide hedging purposes and not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worthfor speculation; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies described on behalf of Schedule 11.1 and any extension, renewal or refinancing thereof so long as the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiaryprincipal amount thereof is not increased; (h) the Debt secured by to be Repaid (so long as such Debt is repaid on the Liens permitted by Section 11.2(d) and Section 11.2(eClosing Date with the proceeds of the Loans hereunder); (i) unsecured the Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be assumed in connection with a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.;Convertible Note Offering; and (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandingApproved Subordinated Debt.

Debt. The Borrower will shall not, nor will it and shall not permit any Subsidiary of the Borrower its Subsidiaries to, create, incur, createassume, assume guarantee, or permit otherwise become, or remain, directly or indirectly, liable with respect to exist any Debt, except: (a) Debt to evidenced by the Lenders pursuant to the Loan DocumentsNotes and this Agreement; (b) Debt described on Schedule 9.9 the Existing Subordinated Debt; (c) So long as at the time of the incurrence thereof no Event of Default or Unmatured Event of Default has occurred and is continuing and so long as no Event of Default or Unmatured Event of Default would result from the incurrence thereof, the Exchange Subordinated Debt; (d) Commercial paper in an aggregate amount not to exceed the Commercial Paper Letter of Credit Amount; provided, however, that to the Disclosure Letter extent Borrower issues and has outstanding any extensionscommercial paper that is not supported by Commercial Paper Letters of Credit, renewals or refinancings the Dollar amount of such existing commercial paper shall be reserved under the Revolving Credit Facility Commitment and shall be available for borrowing solely to repay such commercial paper; (e) Contingent Obligations permitted under Section 6.4 of this Agreement; (f) Debt resulting from Capitalized Leases; (g) Debt disclosed in the financial statements referred to in Section 4.3 hereof (other than Debt created under the 1993 Credit Agreement) or Debt set forth in the Disclosure Statement; (h) Debt owed to Borrower by its Subsidiaries to the extent permitted under Section 6.3 of this Agreement; (i) Debt owed by Borrower to any of its Subsidiaries; (j) Debt secured by Permitted Liens under clause (xi) of the definition of "Permitted Liens;" (k) Debt (including Acquired Indebtedness) not otherwise permitted under this Section 6.1 in an aggregate amount outstanding at any time less than or equal to Seventy-Five Million Dollars ($75,000,000); (l) Debt owing by any of Borrower's Subsidiaries to any of Borrower's Subsidiaries; and (m) Borrower or its Subsidiaries, as applicable, may become and remain liable with respect to refinancings, renewals, or extensions of the Debt permitted under clauses (b), (c), (f), (g), (j), (k), and (m) of this Section 6.1 so long as (i) the principal amount terms and conditions of such Debt after such renewalrefinancings, extension renewals, or refinancing shall extensions do not exceed materially impair the principal amount prospects of such Debt which was outstanding immediately prior to such renewalrepayment of the Loans by Borrower, extension or refinancing and (ii) such refinancings, renewals, or extensions do not result in an increase in the aggregate principal amount of the Debt so refinanced, renewed, or extended; provided, however, that the foregoing shall not prohibit an increase in the aggregate principal amount of the Debt so refinanced, renewed, or extended to the extent of any required prepayment penalty or premium with respect thereto, (iii) such refinancings, renewals, or extensions do not result in a shortening of the average weighted maturity of the Debt so refinanced, renewed, or extended, and (iv) to the e x tent that the Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Debt owed to Agent and the Banks, then the subordination terms and conditions of the new Debt shall not be secured at least as favorable to Agent and the Banks as those applicable to the refinanced, renewed, or extended Debt. For purposes of hereof, it shall be deemed to constitute a refinancing if (a) Borrower issues new subordinated Debt (the "New Subordinated Debt") in anticipation of prepaying Existing Subordinated Debt so long as the proceeds of the New Subordinated Debt are utilized to prepay Existing Subordinated Debt within a fifty (50) day period (the "Refinancing Period") from the date on which the New Subordinated Debt is first incurred, (b) proceeds received by any assets other than assets securing such DebtBorrower from the issuance of the New Subordinated Debt are applied to the repayment of the Loans during the Refinancing Period and thereafter are borrowed hereunder in order to complete the prepayment of Existing Subordinated Debt within the Refinancing Period, if any, prior to such renewal, extension or refinancing; (c) Debt of a Subsidiary Guarantor owed to proceeds received by Borrower from the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those issuance of the type described New Subordinated Debt are utilized to acquire Cash Equivalents that are thereafter liquidated in Section 11.2(f); (e) order to complete the prepayment of Existing Subordinated Debt of within the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandingRefinancing Period.

Debt. The Borrower will not, nor and will it not permit NCH or any Subsidiary of the Borrower to, incur, create, assume or permit to exist any Debt, except: (a) Debt to the Lenders pursuant to the Loan Documents; (b) Subordinated Debt described on Schedule 9.9 to the Disclosure Letter and any extensions, renewals or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancingNCH; (c) intercompany Debt of a Subsidiary Guarantor owed to between or among the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to and any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt its Wholly-Owned Subsidiaries incurred in the ordinary course of business with respect to surety and appeal bonds(including, performance and returnwithout limitation, Debt owed by the Wholly-of-money bonds, banker’s acceptances and other similar obligations including those Owned Subsidiaries of the type described Borrower to the Borrower in connection with loans of proceeds of the Loans made by the Borrower to such Subsidiaries, the proceeds of which loans are used for the purposes permitted by Section 11.2(f2.10), subject to the following requirements: any and all of the Debt permitted pursuant to this Section 9.1(c) shall be unsecured, shall be evidenced by instruments satisfactory to the Administrative Agent which will be pledged to the Administrative Agent for the benefit of the Administrative Agent and the Lenders and shall be subordinated to the Obligations pursuant to a subordination agreement in form and substance satisfactory to the Administrative Agent, provided, however, that temporary advances made from time to time in the ordinary course of business not to exceed $100,000 in aggregate principal amount at any time owing by any Wholly-Owned Subsidiary of the Borrower to the Borrower shall not be required to be so evidenced, pledged or subordinated; (d) unsecured Debt under the Interest Rate Protection Agreements required to be maintained by Section 8.14, provided, however, that Debt thereunder may be secured if such Debt constitutes a part of the Obligations; (e) (i) existing Debt described on Schedule 7.10 hereto and renewals, extensions or refinancings of such Debt which do not increase the Borrower or any Subsidiary outstanding principal amount of such Debt and the Borrower constituting 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) and secured by purchase money Liens, which Debt and Liens are permitted by under and meet all of the requirements of clause (g) of the definition of Permitted Liens contained in Section 11.2(g)1.1, such and (iii) additional unsecured Debt; provided, however, that the aggregate principal amount of the Debt referred to in the aggregate, this Section 9.1(e) shall not to exceed $25,000,000 in aggregate amount at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worthoutstanding; (f) Debt liabilities of the Borrower in respect of unfunded vested benefits under any Plan if and to the extent that the existence of such liabilities will not constitute, cause or any Subsidiary of the Borrower of the type described result in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth;a Default; and (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued form of a revolving credit facility not to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt described in the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth $50,000,000 in aggregate principal amount at any time outstandingoutstanding which is either unsecured or is secured only by accounts of the Borrower and its Subsidiaries, books and records related thereto and proceeds thereof and as to which the advance rate for advances made thereunder does not exceed 75% of eligible accounts.

Debt. The Borrower It will not, nor will it permit not incur or assume any Subsidiary of additional Debt following the Borrower to, incur, create, assume or permit to exist any Debt, exceptClosing Date other than: (ai) Lender Debt; (ii) Debt existing on the Closing Date and described in Schedule XI, and unsecured refinancings of such Debt; provided that (w) the principal amount of such refinanced Debt does not exceed the principal amount of, plus accrued interest on, the Debt so refinanced (plus the amount of reasonable costs, fees and expenses incurred in connection therewith) on the date of such refinancing, (x) the maturity date for such refinanced Debt shall be no earlier than the maturity date of the Debt being so refinanced, (y) the terms of such refinanced Debt shall not require any scheduled payment of principal or interest prior to the Lenders dates contemplated for the payment of such amounts pursuant to the Loan Documentsterms of the Debt to be so refinanced, and (z) such refinanced Debt shall be subject to documentation in form and substance reasonably satisfactory to the Lender; (biii) accrued expenses (including salaries, accrued vacation and other compensation), current trade or other accounts payable and other current liabilities arising in the ordinary course of business and not incurred through the borrowing of money, provided that the same shall be paid when due except to the extent being contested in good faith and by appropriate proceedings; (iv) loans and advances by any Borrower to any other Borrower, if such loans and advances are permitted by applicable law and would not render either party insolvent; (v) unsecured Debt issued after the date of this Agreement by the Parent or any other Borrower to sellers in connection with Permitted Acquisitions, including Debt consisting of Contingent Purchase Price Obligations, in an aggregate principal amount not exceeding $10,000,000 outstanding at any time; (vi) Debt described on Schedule 9.9 of the Parent in respect of the Senior Notes, in an aggregate principal amount not exceeding $125,000,000 outstanding at any time, and the guarantees thereof by the Parent's domestic Subsidiaries as required under the Indenture; (vii) Debt consisting of obligations of the Borrowers in respect of Hedge Agreements; (viii) purchase money Debt of the Borrowers incurred solely to finance the payment of all or part of the purchase price of any equipment, real property or other fixed assets acquired in the ordinary course of business, including Debt in respect of Capital Lease obligations, and any renewals, refinancings or replacements thereof (subject to the Disclosure Letter limitations on the principal amount thereof set forth in this clause (viii)), and other debt of the Borrowers that is unsecured, including Debt of others guaranteed by a Borrower, which purchase money indebtedness and other unsecured indebtedness shall not exceed $5,000,000 in aggregate principal amount outstanding at any extensionstime; (ix) unsecured Debt of the Borrowers that is incurred to refinance the Debt evidenced by the Senior Notes, renewals or refinancings of such existing Debt so long as (iw) the maturity date for such Debt shall be no earlier than the maturity date of the Senior Notes; (x) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed be no greater than the aggregate principal amount of the Senior Notes plus all reasonable costs, fees and expenses related to such refinancing; (y) the terms of such Debt which was outstanding immediately shall not require any scheduled payment of principal prior to such renewal, extension or refinancing the Scheduled Maturity Date; and (iiz) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior subject to such renewal, extension or refinancingdocumentation in form and substance reasonably satisfactory to the Lender; (cx) Debt incurred in connection with the financing of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that insurance premiums, so long as such Debt must according to its terms be fully subordinate in all respects to any has a maturity of such Subsidiary Guarantor’s indebtedness, liabilities one year or obligations to the Agent and the Lenders pursuant to any Loan Documentless; (d) Guarantees and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (exi) Debt of the Borrower or any Subsidiary Borrowers consisting of intercompany payables owing to Foreign Subsidiaries, to the extent arising out of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured collection by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting Borrowers of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty Receivables owing to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of businessForeign Subsidiaries; and (lxii) In addition Debt that has been subordinated to the Lender Debt on terms and conditions satisfactory to the Lender. For the purposes of determining compliance with this clause (e), in the event that an item of Debt meets the criteria of more than one of the types of Debt described in the foregoing clauses subclauses (ai) through (k)xi) above, the Borrowers, in their reasonable discretion and consistent with the primary nature of such item of Debt, shall classify such item of Debt (including with respect and only be required to standby letters include the amount and type of credit) which does not exceed twenty five percent (25%) Debt in one of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandingsuch subclause.

Debt. The Except as previously and expressly consented to in writing by Agent, no Borrower will notshall, nor will it permit any Subsidiary of the Borrower todirectly or indirectly, incurpermit, create, assume incur or permit to exist maintain any Debt, except: other than (a) Debt to the Lenders pursuant to the Loan Documents; Obligations, (b) Debt described set forth on Schedule 9.9 to the Disclosure Letter and any extensions8.6, renewals or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing; (c) Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtednessevidencing intercompany loans among Borrowers and Guarantors, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees the Subordinated Debt and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g)South Carolina Notes, such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debtcurrent accounts payable, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) accrued expenses and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) customer advance payments incurred in the ordinary course of business, (g) Debt secured by Permitted Liens; and (lh) In Debt permitted under Paragraph 8.3, (i) unsecured Debt in addition to the foregoing in an aggregate amount not to exceed $250,000 at any one time outstanding, and (j) any Debt described in representing a Permitted Refinancing of the foregoing clauses (a) through (k)or, Debt (including with respect to standby letters the Prospect Subordinated Debt, a refinancing permitted by the Intercreditor Agreement (collectively, “Permitted Debt”). No Borrower shall (i) make any payments (A) in respect of creditany Subordinated Debt (except that Borrowers may make any regularly scheduled payments of principal and interest due under such Borrower’s Subordinated Debt so long as no Default or Event of Default then exists or would result therefrom and such payments are made in accordance with the terms and conditions of any subordination agreement among the holder or holders of such Subordinated Debt, Agent and/or Lenders or the subordination provisions set forth in such Subordinated Debt documents), and (B) in respect of any Prospect Subordinated Debt (except that Borrowers may make payments in accordance with the Intercreditor Agreement), (ii) amend, modify or rescind any provisions of any of Borrower’s (A) Subordinated Debt in such a manner as to affect adversely Agent’s liens on the Collateral or the prior position of the Notes or accelerate the date upon which does any installment of principal and interest of any Subordinated Debt is due or make the covenants and obligations of the Borrowers contained in such Subordinated Debt documents materially more restrictive than those set forth in the Loan Documents as of the date of such amendment or modification, or (B) Prospect Subordinated Debt except as permitted by the Intercreditor Agreement, or (iii) permit the prepayment or redemption of all or any part of any Subordinated Debt or any Prospect Subordinated Debt, except (A) with respect to Subordinated Debt in connection with a Permitted Refinancing as permitted by clause (j) above and, with respect to Prospect Subordinated Debt, in accordance with the Intercreditor Agreement, (B) in connection with a prepayment or redemption of the South Carolina Notes and other Subordinated Debt from time to time so long as no Default or Event of Default then exists or would result therefrom and such payments are made in accordance with the terms and conditions of any subordination agreement among the holder or holders of such Subordinated Debt, Agent and/or Lenders or the subordination provisions set forth in such Subordinated Debt documents, (C) in connection with a prepayment or redemption on the Closing Date of Subordinated Debt pursuant to the Stock Purchase Agreement, and (D) with respect to all of the Subordinated Debt owed to Federal Warranty as of the Closing Date, payments of all such Debts on the Closing Date in an amount not to exceed twenty five percent $2,038,211.17.” (25%e) Section 8.14 (Transactions with Affiliates) of the Borrower’s Tangible Net Worth Agreement is hereby amended by deleting subsection (f) through the end of such section and replacing it with the following: (f) Regional may issue stock options and stock pursuant to the Management Incentive Plan, and, provided that no Event of Default exists or would result therefrom, may purchase and repurchase any stock issued pursuant to such Management Incentive Plan, and (g) Regional may pay to the Prospect Subordinated Debt Agent and the holders of the Prospect Subordinated Debt fees (including but not limited to any arrangement or similar fee payable upon the closing date of such Prospect Subordinated Debt), costs and expenses pursuant to the Prospect Subordinated Debt Documents provided that such payments are made in aggregate principal amount at accordance with the Intercreditor Agreement. Regional may sell its division, Regional Check Advance, and its subsidiaries, FirstRegional Mortgage Corporation and Upstate Motor Company, provided that Agent receives the net cash sale proceeds of any time outstandingsuch sale to be applied to the Revolving Loans (without any reduction in the Total Credit Facility).”

Debt. The Borrower will not, nor will it permit any Subsidiary of the Borrower to, incurIncur, create, assume or permit to exist any Debt, except: (a) Debt existing on the Closing Date and set forth on Schedule 7.1 and any Permitted Refinancing Debt incurred to the Lenders pursuant to the Loan DocumentsRefinance such Debt; (b) Debt described on Schedule 9.9 to created hereunder and under the Disclosure Letter other Loan Documents and any extensions, renewals or refinancings of such existing Permitted Refinancing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior incurred to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing Refinance such Debt, if any, prior to such renewal, extension or refinancing; (c) Debt of a Subsidiary Guarantor owed to the Borrower or another any Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt incurred Swap Agreements that were entered into in the ordinary course of business and not for speculative purposes; (d) 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 or property, casualty or liability insurance to the Borrower or any Subsidiary, pursuant to reimbursement or indemnification obligations to such Person, in each case in the ordinary course of business; provided, that upon the incurrence of Debt with respect to surety and appeal bondsreimbursement obligations regarding workers’ compensation claims, performance and return-of-money bonds, banker’s acceptances and other similar such obligations including those of the type described in Section 11.2(f)are reimbursed not later than thirty (30) days following such incurrence; (e) Debt of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary; provided, that other than in the case of intercompany current liabilities incurred in the ordinary course of business in connection with the cash management, tax and accounting operations of the Borrower and the Subsidiaries, (i) Debt of any Subsidiary that is not a Subsidiary Guarantor owing to the Borrower or any Subsidiary Guarantor shall be subject to Section 7.4 and (ii) Debt of the Borrower constituting purchase money Debt (including Capital Lease Obligations) to any Subsidiary and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary Guarantor to any Subsidiary that is not a Subsidiary Guarantor (the “Subordinated Intercompany Debt”) shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (f) Debt in respect of the Borrower of the type described in clause (l) of the definition of Debtperformance bonds, such Debtbid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations, in aggregate principal each case provided in the connection with the Development or principal equivalent amountin the ordinary course of business, not including those incurred to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worthsecure health, safety and environmental obligations; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement the honoring by a bank or other financial institution of negotiable instruments for deposit or collection a check, draft or similar transactions instrument drawn against insufficient funds in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred other cash management services in the ordinary course of business; and; (li) In addition Debt of a Subsidiary acquired after the Closing Date or an entity merged into or consolidated with the Borrower or any Subsidiary after the Closing Date and Debt assumed in connection with the acquisition of assets, which Debt in each case exists at the time of such acquisition, merger, consolidation or amalgamation and is not created in contemplation of such event and where such acquisition, merger, consolidation or amalgamation is permitted by this Loan Agreement and (ii) any Permitted Refinancing Debt incurred to Refinance such Debt; provided, (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (B) immediately after giving effect to such acquisition, merger, consolidation or amalgamation, the assumption and incurrence of any Debt and any related transactions, the Borrower shall be in Pro Forma Compliance; (i) Capital Lease Obligations, mortgage financings and other purchase money Debt incurred by the Borrower or any Subsidiary prior to or within 270 days after the acquisition, lease, construction, repair, replacement or improvement of the respective property (real or personal, and whether through the direct purchase of property or the Equity Interests of any Person owning such property, and including fees and expenses incurred in connection with licenses in respect thereof) permitted under this Loan Agreement in order to finance such acquisition, lease, construction, repair, replacement or improvement, so long as (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (B) after giving effect to the issuance, incurrence or assumption of such Debt, the Borrower shall be in Pro Forma Compliance, and (ii) any Permitted Refinancing Debt described in respect thereof, provided that the foregoing clauses (a) through (k), Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount of Debt outstanding pursuant to this Section 7.1(i) shall not, at any time outstanding.prior to the Commencement of Operations of the Development, exceed $25,000,000; (j) Capital Lease Obligations incurred by the Borrower or any Subsidiary in respect of any Sale and Lease-Back Transaction that is permitted under Section 7.3, and any Permitted Refinancing Debt in respect thereof; (k) other Debt in an aggregate principal amount outstanding not to exceed the greater of $25,000,000 and 4.0% of Consolidated Total Assets as of the end of the Fiscal Quarter immediately prior to the date of such incurrence of Debt for which financial statements have been delivered pursuant to Section 6.3; provided, that the aggregate principal amount of Debt outstanding pursuant to this Section 7.1(k) shall not, at any time prior to the Commencement of Operations of the Development, exceed $25,000,000; (1) to the extent constituting Debt, agreements to pay service fees to professionals (including architects, engineers and designers) in furtherance of and/or in connection with the Development, in each case to the extent such agreements and related payment provisions are reasonably consistent with commonly accepted industry practices (provided that no such agreements shall give rise to Debt for borrowed money);

Debt. The Permit any of its Subsidiaries to create or suffer to exist, and the Borrower will notshall use its best efforts to prohibit CYRO from creating or suffering to exist, nor will it permit any Debt other than: (i) Debt owed to the Borrower or to a wholly owned Subsidiary of the Borrower to, incur, create, assume or permit to exist any Debt, except:Borrower, (aii) Debt to of the Lenders pursuant to Borrower's Subsidiaries existing on the Loan Documents; (b) Debt Effective Date and described on Schedule 9.9 to 5.02(b) (the Disclosure Letter "Existing Debt"), and any extensionsDebt extending the maturity of, renewals or refinancings refunding or refinancing, in whole or in part, the Existing Debt, provided that the terms of any such existing Debt so long as (i) extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise not prohibited by this Agreement and provided further that the principal amount of such Existing Debt after such renewal, extension or refinancing shall not exceed be increased above the principal amount of such Debt which was thereof (plus any undrawn lending commitments in respect thereof) outstanding immediately prior to such renewalextension, extension refunding or refinancing refinancing, and (ii) such Debt the direct and contingent obligors therefor shall not be secured by any assets other than assets securing changed, as a result of or in connection with such Debtextension, if any, prior to such renewal, extension refunding or refinancing;, (ciii) Debt of a Subsidiary Guarantor owed the Borrower's Subsidiaries secured by Liens permitted by Section 5.02(a)(ii), (iv), (vii) or (ix) not to exceed in the Borrower or another Subsidiary Guarantor; provided that aggregate the amount set forth in such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document;Section, (div) Guarantees and other unsecured Debt of the Borrower's Subsidiaries incurred in the ordinary course of business with respect to surety and appeal bondsaggregating, performance and return-of-money bondson a Consolidated basis, banker’s acceptances and other similar obligations including those at any one time outstanding, not more than $35,000,000 (or the equivalent thereof in any Foreign Currency, determined as of the type described in Section 11.2(fdate such Debt is issued or incurred);, (ev) Debt of the Borrower or owed by any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary;other Subsidiary of the Borrower, (hvi) Debt secured by of CYRO incurred in the Liens permitted by Section 11.2(dordinary course of business (including, without limitation, in connection with capital expenditures, acquisitions and partnership distributions) and Section 11.2(e);aggregating not more than $65,000,000 (or the equivalent thereof in any Foreign Currency, determined as of the date such Debt is issued or incurred) at any one time outstanding, (ivii) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, any Person that becomes a Subsidiary of the Borrower after the date hereof that is existing at the time such Person becomes a Subsidiary of the Borrower (i) other than Debt incurred in contemplation of such Hedge Agreements shall have been entered into for Person becoming a Subsidiary of the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.;Borrower), (jviii) Debt arising from endorsement indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business business, (ix) Debt incurred in connection with the sale or other disposition of accounts receivable pursuant to Section 5.02(c)(iv), and (x) Debt of the Borrower's wholly owned Subsidiaries incorporated after June 15, 1996 under the laws of Canada or any province thereof incurred for the purpose of lending proceeds of such Debt to other Subsidiaries of the Borrower or aggregating, on a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition to the Debt described in the foregoing clauses (a) through (k)Consolidated basis, Debt (including with respect to standby letters of credit) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstanding, not more that $60,000,000 (or the equivalent thereof in any Foreign Currency, determined as of the date such Debt is issued or incurred)."

Debt. The No Borrower will notshall, nor will it shall any Borrower permit any Subsidiary of its Subsidiaries or the Borrower LS&Co. Trust to, directly or indirectly create, incur, create, assume or permit suffer to exist any Debt, except: (a) in the case of LS&Co, (i) Debt owed to LSFCC or any Subsidiary, which Debt, if owed to any Guarantor or Limited Guarantor, (A) shall constitute Pledged Debt and (B) shall be evidenced by promissory notes in form and substance satisfactory to the Lenders Agent, shall be subordinated in right of payment to the payment in full of the Obligations and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Agent pursuant to the terms of the Pledge and Security Agreement; (ii) Debt of LS&Co issued in a Capital Markets Transaction provided such Debt is unsecured and such Debt does not have a stated maturity date or required principal payments earlier than six months after the Stated Termination Date; (iii) Guarantees of LS&Co under the LS&Co. Trust Agreement, PROVIDED that the investment activities of the LS&Co. Trust are in compliance with the Investment Policies; and (iv) Guarantees of LS&Co in respect of the obligations of Guarantors or Limited Guarantors arising under or in connection with Selected Revolving Lender Cash Management Services; (b) in the case of Subsidiaries specified in this SECTION 7.18(B), (i) Debt owed to LS&Co by LSFCC or any Guarantor or Debt owed to any Guarantor or any Limited Guarantor by another Guarantor, which Debt (A) shall constitute Pledged Debt and (B) shall, except in the case of redeemable preferred stock, be evidenced by promissory notes in form and substance satisfactory to the Agent, shall be subordinated in right of payment in full of the Obligations, and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Agent pursuant to the terms of the Pledge and Security Agreement; (ii) Debt owed to any Limited Guarantor by any Guarantor or another Limited Guarantor; (iii) Debt owed to any Foreign Subsidiary by any Guarantor, any Limited Guarantor or another Foreign Subsidiary; (c) in the case of LS&Co and Subsidiaries specified in this SECTION 7.18(C), (i) Debt of LS&Co and its Subsidiaries outstanding on the Closing Date and listed on SCHEDULE 6.9 hereto; (ii) Debt of LS&Co and its Subsidiaries under the Loan Documents; (biii) Debt described of LS&Co and its Subsidiaries (other than LSFCC) secured by Liens permitted by SECTION 7.16(C) not to exceed in the aggregate $50,000,000 at any time outstanding; (iv) Debt of LS&Co, LSIFCS or any Material Domestic Subsidiary in respect of Ordinary Course Hedge Agreements and consistent with prudent business practice, provided that the aggregate Hedge Termination Value of all such Ordinary Course Hedge Agreements with third parties under which LS&Co, LSIFCS or any Material Domestic Subsidiary would be required to make a payment on Schedule 9.9 to termination thereof does not exceed in the Disclosure Letter and any extensions, renewals or refinancings of such existing Debt aggregate $75,000,000; (v) so long as any Minimum Condition is met, Debt of LS&Co and its Subsidiaries (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior LSFCC) to such renewal, extension or refinancing; (c) Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt incurred LSIFCS in the ordinary course of business with respect and Debt of LSIFCS to surety LS&Co and appeal bonds, performance and return-of-money bonds, banker’s acceptances and any of its other similar obligations including those Subsidiaries (other than LSFCC) in the ordinary course of the type described in Section 11.2(f)business; (evi) Debt of LS&Co to the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g), such Debt, Term Loan Lenders in the aggregate, an aggregate principal amount not to exceed $500,000,000 and Guarantees of the Guarantors and the Limited Guarantors in respect of the obligations of LS&Co arising under or in connection with the Term Loan Facility, and in each case any replacement, renewal or extension thereof permitted pursuant to SECTION 7.27; (vii) Debt of LS&Co and its Subsidiaries (other than LSFCC) in the form of Real Estate Financing Transactions, provided the aggregate principal amount of all Debt permitted under this SECTION 7.18(C)(VII) and SECTION 7.18(C)(VIII) (including all such Debt existing on the Closing Date and listed on SCHEDULE 6.9 hereto) does not exceed in the aggregate $175,000,000 at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worthoutstanding; (fviii) Debt of LS&Co and its Subsidiaries (other than LSFCC) in the Borrower or any Subsidiary form of Equipment Financing Transactions, provided the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, amount of all Debt permitted under this SECTION 7.18(C)(VIII) and SECTION 7.18(C)(VII) (including all such Debt existing on the Closing Date and listed on SCHEDULE 6.9 hereto) does not to exceed in the aggregate $175,000,000 at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worthoutstanding; (gix) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf Ordinary Course Hedge Agreements between LS&Co and its Subsidiaries (other than LSFCC) and between LSIFCS and any other Subsidiaries of LS&Co (other than LSFCC) in the Borrower or any Subsidiary ordinary course of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiarybusiness; (hx) Debt secured by the Liens permitted by Section 11.2(d) customary unsecured indemnification obligations and Section 11.2(e)other unsecured Guarantees of LS&Co incurred in connection with any Permitted Foreign Receivables Transaction or any Foreign Inventory Transaction; (ixi) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, LS&Co to any of its Subsidiaries (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereofother than LSFCC) or shall be rated at least AA- by Standard and Poor’s Rating Service of any of its Subsidiaries (other than LSFCC) to any of its Subsidiaries (other than LSFCC) in connection with the purchases of inventory or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions raw materials in the ordinary course of business of in an amount not to exceed the Borrower or a Subsidiary of the Borrowerpurchase price thereof and any related servicing fees; (kxii) Debt consisting of commercial letters LS&Co and its Subsidiaries arising from the honoring of credit a check, draft, wire transfer or similar instrument against insufficient funds; PROVIDED that such Debt is unsecured other than by a Lien permitted pursuant to SECTION 7.16(L) or is supported by a Letter of Credit; (xiii) so long as any Minimum Condition is met, Debt of LS&Co to any of its Subsidiaries and reimbursement obligations therefor Debt of any of its Subsidiaries to LS&Co or to any of its other Subsidiaries (other than LSFCC); PROVIDED, HOWEVER, that the sum, without duplication, of (1) the aggregate principal amount of all such Debt incurred after the date hereof PLUS (2) the aggregate Investments permitted by SECTION 7.17(L) PLUS (3) the aggregate dispositions permitted by SECTION 7.20(K) shall not exceed $50,000,000 in the aggregate during Fiscal Year 2003, or $100,000,000 in the aggregate during Fiscal Years 2003 and Guarantees 2004, taken as a single period, or $150,000,000 in the aggregate during Fiscal Years 2003, 2004 and 2005, taken as a single period, or $200,000,000 in the aggregate during Fiscal Years 2003, 2004, 2005 and 2006, taken as a single period, or $225,000,000 in the aggregate during Fiscal Years 2003, 2004, 2005, 2006 and 2007, taken as a single period; (xiv) Debt of such reimbursement obligations by LS&Co to any of its Subsidiaries and Debt of the Borrower) any of its Subsidiaries to LS&Co or to any of its other Subsidiaries incurred in the ordinary course of business; andconnection with a Disposition permitted under SECTIONS 7.20(E) and 7.20(M); (lxv) In Debt of any Foreign Subsidiary to any Person other than LS&Co or any of its Subsidiaries; (xvi) in addition to the Debt described in the foregoing clauses (aSECTIONS 7.18(C)(I)-(XV) through (k)and without duplication, Debt (including with respect to standby letters other than Debt under Ordinary Course Hedge Agreements) of creditLS&Co and its Subsidiaries (other than LSFCC), PROVIDED that the sum, without duplication, of the aggregate principal amount of all Debt outstanding at any time under this SECTION 7.18(C)(XVI) which does and SECTION 7.18(C)(XVII) shall not exceed twenty five percent $75,000,000 at any time; (25%xvii) Debt (other than Debt under Ordinary Course Hedge Agreements) of the Borrower’s Tangible Net Worth LSFCC not exceeding $10,000,000 in aggregate principal amount at any time outstanding.; and (xviii) Capital Leases of LS&Co, LSFCC, any Guarantor or any Limited Guarantor not exceeding $75,000,000 in aggregate principal amount at any time outstanding; 49

Debt. The Borrower will not, nor will it Incur or permit any Subsidiary of the Borrower to, incur, create, assume or permit its Subsidiaries to exist Incur any Debt, except:Debt other than (ai) Debt to under the Lenders pursuant to Loan Documents and the Second Lien Loan Documents; (bii) (A) Subordinated Debt described of the Loan Parties under the Third Lien Loan Documents outstanding at any time in an aggregate principal amount not to exceed $20,000,000 (exclusive of paid-in-kind interest thereon in accordance with the Third Lien Loan Documents) and (B) Subordinated Debt of the Loan Parties outstanding at any time in an aggregate principal amount not to exceed $30,000,000, in each case, on Schedule 9.9 terms and conditions no less favorable to the Disclosure Letter Lenders and any extensionsthe Second Lien Lenders than under the Third Lien Loan Documents; provided, renewals or refinancings that (A) the maturity of such existing Subordinated Debt so long is at least twelve months following the final maturity date of the Facilities and 91 days following the final maturity date under the First Amended Second Lien Credit Agreement, (B) the Administrative Agent and the Required Lenders, and the Second Lien Agent and the Required Lenders under the Second Lien Loan Documents, are reasonably satisfied that the Parent and its Subsidiaries shall be in compliance with the provisions of the Loan Documents and the Second Lien Loan Documents, respectively, for the period from the Incurrence of such Subordinated Debt through the final maturity date of the Facilities and the final maturity date under the First Amended Second Lien Credit Agreement, and (C) the Required Lenders, and the Required Lenders under the Second Lien Loan Documents, have approved the terms of the subordination relating to such Subordinated Debt, and provided, further, that, for purposes of this clause (ii), Subordinated Debt shall not include Debt under the Second Lien Loan Documents; (iii) Capitalized Leases (other than Surviving Debt) not to exceed in the aggregate $7,500,000; (iv) the Surviving Debt; (v) unsecured Debt of the Parent (“Permitted Parent Debt”) that (A) is not subject to any guarantee by any Subsidiary of the Parent, (B) will not mature prior to the date that is ninety-one (91) days after the Termination Date, (C) has no scheduled amortization or payments of principal, (D) does not permit any payments in cash of interest or other amounts in respect of the principal thereof for at least five (5) years from the date of the issuance or incurrence thereof, and (E) has mandatory prepayment, repurchase or redemption, covenant, default and remedy provisions customary for senior discount notes of an issuer that is the parent of a borrower under senior secured credit facilities, taken as a whole; provided, any such Debt shall constitute Permitted Parent Debt only if (i) both before and after giving effect to the principal amount issuance or incurrence thereof, no Default or Event of such Debt after such renewalDefault shall have occurred and be continuing, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) the chief financial officer of Parent or the Borrower shall have delivered an officer’s certificate demonstrating pro forma compliance with the covenants set forth in Section 5.02(q) in form and substance reasonably satisfactory to the Administrative Agent, it being understood that any capitalized or paid-in-kind interest or accreted principal on such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension constitute an issuance or refinancingincurrence of Debt for purposes of this proviso; (c) Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations to the Agent and the Lenders pursuant to any Loan Document; (d) Guarantees and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (evi) Debt of the Borrower under Hedge Agreements; provided, that such agreements (A) are designed solely to protect the Loan Parties against fluctuations in foreign currency exchange rates or any Subsidiary interest rates and (B) do not increase the Debt of the Borrower constituting purchase money obligor thereunder outstanding at any time other than as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder; (vii) Debt (including Capital Lease Obligations) and secured by purchase money Liens permitted by Section 11.2(g)Incurred in connection with the repayment or refinancing of the Debt under the Loan Documents in full or, such Debtif the Debt under the Loan Documents is not repaid or refinanced in full, in such other amount and on such terms and conditions as is approved by the aggregate, Required Lenders; (viii) Debt in respect of Ordinary Course Obligations in an aggregate amount not to exceed $8,000,000 at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth;outstanding; and (fix) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (lj) of the definition of “Debt” which is secured by a Permitted Lien, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any extent that such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions is Incurred in the ordinary course of business and is not the subject of an enforcement, collection, execution, levy or foreclosure proceeding and is not duplicative of Debt Incurred pursuant to Section 5.02(b)(viii). Notwithstanding any other provision under this Section 5.02(b), (A) the Borrower maximum amount of Debt that the Parent or a Subsidiary of the Borrower; (kmay Incur pursuant to this Section 5.02(b) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of business; and (l) In addition shall not be deemed to the Debt described in the foregoing clauses (a) through (k), Debt (including be exceeded with respect to standby letters any outstanding Debt, and the Loan Parties shall not be deemed to be out of creditcompliance with Section 5.02(q), solely as a result of fluctuations in the exchange rates of currencies, and (B) which does not exceed twenty five percent (25%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstandingLoan Party may Incur Debt owed to any other Loan Party.

Debt. The Borrower Parent will notnot create or suffer to exist, nor and will it not permit any Restricted Subsidiary of the Borrower toto create, incur, create, assume or permit suffer to exist exist, any Debt except as set forth below, all of which shall be "Permitted Debt, except": (a) Debt of the Parent, the Borrower and the Affiliate Guarantors to the Lenders pursuant to Banks and the Agent evidenced by any Loan DocumentsDocument; (b) in addition to Debt described on Schedule 9.9 otherwise permitted to be incurred by the Disclosure Letter and Parent or any extensionsRestricted Subsidiary, renewals as the case may be, by this Section 10.2, unsecured Debt of the Parent or refinancings any Restricted Subsidiary to Persons (other than the Parent or any Subsidiary) (other than the type of such existing Debt so long as permitted by the other subsections hereof); provided that (i) at no time shall the aggregate outstanding principal amount of all such Debt after such renewalof the Parent and the Restricted Subsidiaries permitted by this Section 10.2(b) exceed U.S. $50,000,000, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other incurred when a Default or Event of Default exists or would result therefrom, and (iii) such Debt shall be on terms no more restrictive than assets securing such Debt, if any, prior to such renewal, extension or refinancingthose set forth in the Loan Documents; (c) unsecured Debt of a Subsidiary Guarantor owed the Parent to the Borrower or another to any Affiliate Guarantor, and unsecured Debt of the Borrower or any Affiliate Guarantor to the Parent, the Borrower or any other Affiliate Guarantor and unsecured Debt of any Non-Guaranteeing Restricted Subsidiary Guarantorto the Parent, the Borrower or any Affiliate Guarantor and unsecured Debt of any Non-Guaranteeing Restricted Subsidiary to any other Non-Guaranteeing Restricted Subsidiary; provided that (i) in each case the term and provisions of such Debt must according shall be subject to its terms Section 10.8, (ii) any such unsecured Debt of the Parent, the Borrower or any Affiliate Guarantor shall be fully subordinate expressly subordinated in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or obligations form and substance satisfactory to the Agent to the Obligations, (iii) any such unsecured Debt is incurred when no Default or Event of Default exists or would result therefrom, and (iv) the aggregate principal amount of all Debt of the Non-Guaranteeing Restricted Subsidiaries to the Parent, the Borrower and the Lenders pursuant Affiliate Guarantors shall be subject to any Loan DocumentSection 10.5(i) and shall be evidenced by promissory notes pledged as a lien to the Agent to secure the Obligations, which shall be a first priority lien except for Liens permitted by Section 10.1(i); (d) Guarantees and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those Capitalized Lease Obligations of the type described in Parent or any Restricted Subsidiary; provided that at no time shall the aggregate outstanding amount of Debt of the Parent and its Restricted Subsidiaries incurred pursuant to this Section 11.2(f)10.2(d) exceed 5% of Consolidated Net Worth, as measured on a pro forma basis at the time of each incurrence; (e) Debt of the Borrower or any Subsidiary of the Borrower constituting purchase money Debt (including Capital Lease Obligations) relating to Sale and secured by purchase money Liens Lease-Back Transactions permitted by under Section 11.2(g10.6(c), such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth; (f) Debt of the Borrower Parent or any Restricted Subsidiary incurred to finance the acquisition, construction, development or improvement of the Borrower any fixed or capital assets (excluding Capital Lease Obligations, Debt related to Sale and Lease-Back Transactions and Debt of the type described in permitted by Section 10.2(j)); provided that (i) such Debt is incurred prior to such acquisition or the commercial operations following completion of such construction, development or improvement, whichever occurs the latest, and (ii) the aggregate outstanding principal amount of all Debt incurred pursuant to this clause (lf) shall not exceed 4% of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Consolidated Net Worth, as measured on a pro forma basis at the time of each such incurrence; (g) other unsecured Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower Parent or any Restricted Subsidiary to Persons (other than the Parent or any Subsidiary) (other than the type of Debt permitted under the other subsections hereof) provided that (i) such Debt shall not require any principal payment, repurchase, redemption or defeasance prior to (or the deposit of any payment or property or sinking fund payment in respect of), or have a maturity shorter than, two years after the Maturity Date, (ii) such Debt shall be on terms no more restrictive than those set forth in the Loan Documents, (iii) such Debt shall not be incurred when a Default or Event of Default exists or would result therefrom, and (iv) such Debt shall be expressly subordinated to the payment of the Borrower in accordance with the policies issued Obligations on terms acceptable to the Borrower or any such SubsidiaryAgent; (h) Debt secured by of the Liens permitted by Section 11.2(d) and Section 11.2(e)Parent under the U.S. Revolving Credit Agreement in an aggregate principal amount not to exceed U.S. $150,000,000, including unsecured guarantees thereof; (i) unsecured Debt arising underof one or more Non-Guaranteeing Restricted Subsidiaries under one or more revolving credit facilities, created letter of credit facilities, bankers' acceptance facilities or similar working capital facilities in an aggregate principal amount not to exceed at any time outstanding C$10,000,000, including an unsecured guarantees thereof by and consisting of Hedge Agreements, provided, (i) the Parent or any such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.Subsidiaries; (j) Debt arising from endorsement assumed in connection with an Acquisition permitted by Section 10.13; provided that (i) such Debt existed prior to such Acquisition and is not created in contemplation of negotiable instruments or in connection with such Acquisition, (ii) the aggregate outstanding principal amount of all Debt permitted by this Section 10.2(j) shall not exceed 4% of Consolidated Net Worth, as measured on a pro forma basis at the time of each such incurrence, (iii) such Debt shall not be incurred when a Default or Event of Default exists or would result therefrom, and (iv) prior to such incurrence the Parent shall deliver to the Agent an Officer's Certificate setting forth calculations evidencing pro forma compliance with Section 10.14; (k) Debt of the Parent incurred to finance the expansion, improvement and development of the Houston Distribution Center; provided that (i) such Debt is incurred at or prior to the commercial operations following completion of such expansion, improvement and development and (ii) the aggregate amount of Debt permitted by this clause (k) shall not exceed U.S. $30,000,000 at any time outstanding; (l) the Hedging Obligations of the Parent and any Restricted Subsidiary that are incurred for deposit the purpose of fixing or collection hedging interest rate or similar transactions currency risk with respect to any fixed or floating rate Debt that is permitted by this Agreement to be outstanding or any receivable or liability the payment of which is determined by reference to a foreign currency; provided that the notional principal amount of any such Hedging Obligation does not exceed the principal amount of the Debt or any receivable or liability to which such Hedging Obligation relates; provided that such obligations are entered into in the ordinary course of business of to hedge or mitigate risks to which the Borrower Parent or a any Restricted Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred is exposed in the ordinary course conduct of businessits business or the management of its liabilities; and (lm) In addition the letters of credit identified on Schedule 10.2 attached hereto, without giving effect to any extension, renewal, replacement or increase to any such letter of credit; ; provided, however, in no event shall the aggregate principal amount of Debt described in the foregoing clauses (a) through (kexcluding Debt permitted by Section 10.2(a), Debt (including with respect to standby letters of creditc), (i) which does not exceed twenty five percent and (25%l)) of the Borrower’s Tangible Net Worth in aggregate principal amount Non-Guaranteeing Restricted Subsidiaries exceed U.S. $2,000,000 at any one time outstanding. For purposes of this Section 10.2, any Debt (1) which is extended, renewed or refunded shall be deemed to have been incurred when extended, renewed or refunded, (2) of a Person (other than the Parent or a Restricted Subsidiary) when it becomes, or is merged into, or is consolidated with a Restricted Subsidiary or the Parent shall be deemed to have been incurred at that time, (3) which is permitted by Section 10.2(c) and which is owing to a Restricted Subsidiary when it ceases to be a Restricted Subsidiary shall be deemed to have also been incurred at that time, (4) of a Restricted Subsidiary which is owing to the Parent or any other Restricted Subsidiary shall be deemed to also have been incurred at the time the Parent or such other Restricted Subsidiary disposes of such Debt to any Person other than the Parent or a Restricted Subsidiary, and (5) which is Debt of the Parent or a Restricted Subsidiary consisting of a reimbursement obligation in respect of a letter of credit or similar instrument shall be deemed to be incurred when such letter of credit or similar instrument is issued.

Debt. The (a) Borrower will not, nor will it permit any Subsidiary of the Borrower to, shall not incur, create, assume or permit be liable in any manner with respect to exist any Indebtedness other than the Debt, except: (a) Debt the Indebtedness incurred with respect to the Lenders Senior Loan, the Senior Mezzanine Loan and the Junior A Mezzanine Loan, the Permitted Debt and any Permitted Refinancing in accordance with Section 4.2.4(b). Junior B Mezzanine Guarantor shall not incur, create, assume or be liable in any manner with respect to any Indebtedness other than the Debt pursuant to its Guaranty. The Borrower Parties shall not permit any SPE Entity to incur Indebtedness except to the Loan Documents;extent permitted in Section 3.1.24 above. (b) Debt described on Schedule 9.9 Borrower shall not consent to or permit a refinancing of the Disclosure Letter Senior Loan or the Senior Mezzanine Loan unless it obtains the prior consent of Lender in its sole and any extensions, renewals absolute discretion; provided that Lender shall not withhold its consent to a refinancing of all outstanding Indebtedness under either or refinancings both the Senior Loan and Senior Mezzanine Loan if Lender determines in its good faith judgment that each of such existing Debt so long as the following conditions precedent have been satisfied: (i) the principal amount No Default or Event of such Debt after such renewal, extension or refinancing Default shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing have occurred and be continuing; (ii) such Debt The loan which refinances the Senior Loan (the “New Mortgage Loan”), shall satisfy each and every of the following conditions: (A) the New Mortgage Loan shall have an interest rate that is no higher than the current interest rate provided for under the Senior Loan; (B) the New Mortgage Loan shall have a principal balance that is no more than the balance of the Senior Loan on the date of the refinancing; (C) if the New Mortgage Loan provides for amortization, amortization amounts shall not be secured by greater than that provided for under the Senior Loan; (D) the New Mortgage Loan shall have a scheduled maturity date that is no earlier than that provided for under the Senior Loan as of the Closing Date; (E) the New Mortgage Loan shall not have any assets provisions providing for the payment of any additional interest, fees, participating interest or other than assets securing such Debt, if any, prior similar equity feature; (F) the New Mortgage Loan shall not have any provision in which collateral not granted for the benefit of Senior Lender or otherwise encumbered with respect to such renewal, extension the Senior Loan as of the Closing Date is granted for the benefit of or refinancing; with respect to the New Mortgage Loan; (cG) Debt the New Mortgage Loan shall not have any provision whereby the New Mortgage Loan is cross-defaulted with any other Indebtedness; (H) the New Mortgage Loan shall have reserves substantially the same as those maintained under the Senior Loan and a cash management and lockbox arrangement substantially similar to that maintained under the Senior Loan; (I) the New Mortgage Loan shall not have provisions that prohibit the prepayment of the New Mortgage Loan from and after the Permitted Prepayment Date (as defined in the Senior Loan Agreement) without the payment of a Subsidiary Guarantor owed prepayment premium or penalty that is greater than the prepayment premium or penalty required under the Senior Loan Agreement; (J) the New Mortgage Loan shall contain the same exculpation clause prohibiting the new Senior Lender from obtaining any judgment against, or seeking to impose any liability on, the Borrower (with substantially the same exculpation “carve-outs”) as that set forth in the Senior Loan; (K) the New Mortgage Loan shall not have any additional events which constitute an “Event of Default” beyond those provided in the Senior Loan; and (L) the New Mortgage Loan shall not impose any greater economic burden on the Borrower or another Subsidiary Guarantorits affiliates than that provided under the Senior Loan. (iii) The loan which refinances the Senior Mezzanine Loan (the “New Senior Mezzanine Loan”), shall satisfy each and every of the following conditions: (A) the New Senior Mezzanine Loan shall have an interest rate that is no higher than the current interest rate provided for under the Senior Mezzanine Loan; (B) the New Senior Mezzanine Loan shall have a principal balance that is no more than the balance of the Senior Mezzanine Loan on the date of the refinancing; (C) if the New Senior Mezzanine Loan provides for amortization, amortization amounts shall not be greater than that provided for under the Senior Mezzanine Loan; (D) the New Senior Mezzanine Loan shall have a scheduled maturity date that such Debt must according to its terms be fully subordinate is no earlier than that provided for under the Senior Mezzanine Loan as of the Closing Date; (E) the New Senior Mezzanine Loan shall not have any provisions providing for the payment of any additional interest, fees, participating interest or other similar equity feature; (F) the New Senior Mezzanine Loan shall not have any provision in all respects to any which collateral not granted for the benefit of such Subsidiary Guarantor’s indebtedness, liabilities Senior Mezzanine Lender or obligations otherwise encumbered with respect to the Agent Senior Mezzanine Loan as of the Closing Date is granted for the benefit of or with respect to the New Senior Mezzanine Loan; (G) the New Senior Mezzanine Loan shall not have any provision whereby the New Senior Mezzanine Loan is cross-defaulted with any other Indebtedness; (H) the New Senior Mezzanine Loan shall have reserves substantially the same as those maintained under the Senior Mezzanine Loan and a cash management and lockbox arrangement substantially similar to that maintained under the Lenders pursuant Senior Mezzanine Loan; (I) the New Senior Mezzanine Loan shall not have provisions that prohibit the prepayment of the New Senior Mezzanine Loan from and after the Permitted Prepayment Date (as defined in the Senior Mezzanine Loan Agreement) without the payment of a prepayment premium or penalty that is greater than the prepayment premium or penalty required under the Senior Mezzanine Loan Agreement; (J) the New Senior Mezzanine Loan shall contain substantially the same exculpation clause prohibiting the new Senior Mezzanine Lender from obtaining any judgment against, or seeking to impose any liability on, the Borrower (with the same exculpation “carve-outs”) as that set forth in the Senior Mezzanine Loan; (K) the New Senior Mezzanine Loan shall not have any additional events which constitute an “Event of Default” beyond those provided in the Senior Mezzanine Loan; (L) the New Senior Mezzanine Loan shall not impose any greater economic burden on the Borrower or its affiliates than that provided under the Senior Mezzanine Loan; and (M) no “cross-default” provision shall exist in the New Senior Mezzanine Loan which would permit an acceleration of the New Senior Mezzanine Loan upon the occurrence of any Default or Event of Default under this Agreement or any other Loan Document; (div) Guarantees the terms of the New Mortgage Loan and the New Senior Mezzanine Loan shall permit the Loan, provide the same express rights to the Lender as the Senior Loan Documents and Senior Mezzanine Loan Documents, respectively, and neither the New Mortgage Loan nor the New Senior Mezzanine Loan shall conflict with the terms of the Loan. The new Senior Lender and new Senior Mezzanine Lender shall enter into an intercreditor agreement with Lender no less favorable to Lender than the Intercreditor Agreement by and among Senior Lender and the Mezzanine Lenders of even date herewith, which intercreditor agreement shall be in all other Debt respects acceptable to Lender in its reasonable discretion; (v) (A) the Property may not be transferred in connection with such refinancing and (B) no direct or indirect Equity Interest at any tier in the Borrower shall be transferred in connection with such refinancing, unless otherwise permitted pursuant to Section 4.2.3 of this Agreement (provided that upon satisfaction of all the conditions set forth in this Section 4.2.4(b), the replacement Senior Mezzanine Lender may obtain pledges of the Equity Interests securing the Senior Mezzanine Loan in form and substance reasonably acceptable to Lender; (vi) Borrower shall pay all costs and expenses of Lender incurred in connection with any such refinancing, including, without limitation, reasonable fees and expenses of Lender’s counsel; (vii) Borrower shall execute and deliver such amendments to this Agreement and the ordinary course other Loan Documents as Lender may reasonably request in connection with such New Mortgage Loan and New Senior Mezzanine Loan to accommodate the New Mortgage Loan and the New Senior Mezzanine Loan and to conform to this Agreement, and (B) any document that Lender deems appropriate for purposes of business with respect to surety and appeal bondsratifying the Guaranties, performance and return-of-money bonds, banker’s acceptances and Pledge Agreements or other similar obligations including those of the type described in Section 11.2(fLoan Documents); (eviii) Debt Lender shall have received at least sixty (60) days prior written notice of such refinancing; (ix) Lender shall have reviewed and approved all of the Borrower documents proposed to be executed or any Subsidiary of delivered in connection with the Borrower constituting purchase money Debt New Mortgage Loan and New Senior Mezzanine Loan, which approval shall not be unreasonably withheld or delayed; (including Capital Lease Obligationsx) the new Senior Mezzanine Lender shall enter into a separate intercreditor agreement with Lender and secured by purchase money Liens permitted by Section 11.2(g)Junior A Mezzanine Lender in form and substance acceptable to all parties in their good faith discretion; (xi) Lender, such Debt, in the aggregate, not to exceed at any time an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worthsole cost and expense, shall have received all title insurance updates and endorsements as Lender may reasonably request; (fxii) Debt of the Borrower or any Subsidiary of the Borrower of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into The cash management system that currently exists for the purpose of hedging actual risk Senior Loan, Senior Mezzanine Loan, the Loan and the Junior A Mezzanine Loan shall not for speculative purposes be Modified to impose any additional burdens (financial or otherwise) on Lender and (ii) that each counterparty to such Hedge shall contain substantially the same controls and restrictions on Borrower as currently provided under the Senior Cash Management Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations by Subsidiaries of the Borrower) incurred in the ordinary course of businessMezzanine Cash Management Agreement; and (lxiii) In addition If the new Senior Mezzanine Lender is not an affiliate of Lender, then (A) Lender shall have the right to approve the Debt described appointment of any new Agent under the Mezzanine Cash Management Agreement; (B) the cash management provisions in the foregoing clauses (a) through (k), Debt (including Senior Mezzanine Loan Agreement and Mezzanine Cash Management Agreement shall be modified to provide Lender with respect reasonable rights to standby letters of credit) which does not exceed twenty five percent (25%) ensure that the Reserve Funds are applied for their intended purposes while addressing the reasonable operational needs of the Borrower’s Tangible Net Worth Borrower Parties; and (C) following an Event of Default, all sums deposited in aggregate the Mezzanine Collection Account which would otherwise (absent such Event of Default) have been paid to Lender shall be applied to reduce the principal amount at any time outstandingof, first, the New Senior Mezzanine Loan and, second, the Junior A Mezzanine Loan.