Common use of Debt Clause in Contracts

Debt. No Loan Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt incurred in the ordinary course of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any time.

Debt. No Loan Party shallThe Borrower will not, nor shall it and will not permit any of its Subsidiaries other Credit Party to, directly or indirectly, create, incur, assume, incur, guarantee or in any manner otherwise become liable, directly, indirectly, or contingently in remain directly or indirectly liable with respect ofto, any Debt other than the following (collectivelyDebt, the “Permitted Debt”):except for: (a) Debt incurred under the ObligationsFinancing Documents; (b) intercompany Debt incurred outstanding on the date of this Agreement and set forth on Schedule 5.1, including, for the avoidance of doubt, Debt outstanding under the Prepetition First Lien Credit Agreement and the Prepetition Second Lien Credit Agreement and the aggregate principal amount of the Prepetition Senior Notes, in each case, on the ordinary course date of business owed this Agreement; (c) Intercompany Debt arising from loans made by (i) the Borrower to any Loan Party Guarantor, (ii) any Guarantor to the Borrower, or (iii) any Guarantor to any other Loan PartyGuarantor; provided, however, that upon the request of the Administrative Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead Lenders, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the DIP Obligations; (d) Guarantees by the Borrower of Debt of any Subsidiary permitted hereunder and by any Subsidiary of Debt of the Borrower or any other Subsidiary permitted hereunder; (e) Debt of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that the aggregate principal amount of Debt permitted by this clause (e) shall not exceed $1,000,000 at any time outstanding; (f) Debt, if any, arising under Swap Contracts, to the extent permitted under Section 5.6; (g) [reserved]; (h) Debt of any Person that becomes a Subsidiary after the Closing Date; provided that such Debt is subordinated to exists at the Obligations time such Person becomes a Subsidiary and is also permitted under Section 6.3not created in contemplation of or in connection with such Person becoming a Subsidiary; (ci) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations[reserved]; (dj) Debt incurred to finance the acquisition of equipment, provided that the amount of such Debt does not exceed the purchase money indebtedness price of such equipment; (k) [reserved]; (l) any Contingent Obligation permitted by Section 5.3; (m) Debt incurred pursuant to an Excluded Property Leaseback; (n) Debt incurred under Bonds; (o) Debt constituting letters of credit and Capital Leases bank guaranties, to the extent that such letters of any Subsidiary credit and bank guaranties are fully cash collateralized, in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed exceeding $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timeoutstanding.

Debt. No Loan Party shallThe Borrower will not, nor shall it and will not permit any of its Subsidiaries Restricted Subsidiary to, incur, create, assume, incur, assume or in any manner become liable, directly, indirectly, or contingently in respect of, suffer to exist any Debt other than and the following (collectivelyBorrower will not permit any Restricted Subsidiary to issue any Preferred Stock, the “Permitted Debt”):except: (a) Indebtedness created hereunder or under the Obligations;other Loan Documents. (b) intercompany Guarantees by the Borrower or any Guarantor of Debt incurred of the Borrower or any Guarantor, as the case may be, Incurred in accordance with the provisions of this Agreement; provided that in the event that such Debt is a Subordinated Obligation of the Borrower or a Guarantor, the related Guarantee shall be subordinated in right of payment to the Indebtedness arising under the Loan Documents to at least the same extent as such Debt. (c) Debt 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 Guarantees 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, other than Debt Incurred (i) to provide all or any portion of the funds utilized to consummate the transaction (or related series of transactions) pursuant to which such 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 owed by and any Loan Party to Guarantees or letters of credit functioning as or supporting any of the foregoing bonds or obligations or other Loan Party; provided that such Debt is subordinated to similar obligations in the Obligations ordinary course of business and is also permitted under Section 6.3;consistent with past practice (in each case, other than for an obligation for money borrowed). (ci) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas PropertiesDebt, including with respect to pluggingPermitted Refinancing Debt, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Incurred by a Foreign Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness an amount equal to 10.0% of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, such Foreign Subsidiary’s Adjusted Consolidated Net Tangible Assets at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness;outstanding. (ej) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that Capital Stock (iother than Disqualified Stock) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate of the Borrower or any of its Subsidiaries 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 margin call requirements including time outstanding; provided, however, that in the event that such Foreign Subsidiary shall cease to be a Wholly-Owned Subsidiary, any requirement to post cash collateral, property collateral or a letter such Guarantee of credit, and (iii) such Debt by the Borrower shall be deemed to be an Incurrence of Debt by the Borrower that is not include any deferred premium payments associated with Hedge Arrangements;permitted pursuant to this paragraph (l). (fm) Other Debt in an aggregate principal amount outstanding not to exceed the form greater of (i) accounts payable to trade creditors for goods or services $50,000,000 and (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors 1.25% of the Loan Parties for goods or servicesBorrower’s Adjusted Consolidated Net Tangible Assets, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated determined on a pro forma basis after giving effect to the incurrence Incurrence of such Debt, shall not be more than 3.50 to 1.00 Debt and the application of the proceeds thereof. (n) Other Debt of the Borrower is in pro forma compliance with Section 6.16(b) 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 issuanceitem 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 Availability determination of a particular amount of Debt shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e)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 is shall not secured by any Lienbe included; (iv) no 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 but may be permitted in part by one such provision and in part by one or more other provisions of this Section 9.02 permitting such Debt; and (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, 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 matures earlier than six months after being refinanced. Notwithstanding any other provision of this Section 9.02, the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type maximum amount of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect Borrower may Incur pursuant to such type of Debt and that is not found in this Agreement Section 9.02 shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur exceeded solely as a result of, any such issuance; (viii) of fluctuations in the agreement or indenture governing any such debt shall not have any restriction (A) on the ability exchange rate of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate currencies. The principal amount of Second Lien any Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted Incurred to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such refinance other Debt, if securedIncurred in a different currency from the Debt being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Debt is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and denominated that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as is in effect on the Effective Date; date of such refinancing. This Agreement will not treat (ix1) no Default unsecured Debt as subordinated or Event of Default junior to secured Debt merely because it is occurring at the time of, unsecured or would occur (2) senior Debt as subordinated or junior to any other senior Debt merely because it has a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance junior priority with and respect to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timesame collateral.

Debt. No Loan Party shall, nor shall it permit any of Said Borrower and its Subsidiaries to, create, assume, incur, will not incur or in at any manner become liable, directly, indirectly, or contingently in time be liable with respect of, to any Debt other than except that the following shall be permitted, without duplication, (collectivelyi) Debt outstanding under this Agreement and the Note, the “Permitted Debt”): (aii) Debt secured by a Lien pursuant to Section 6.8(iii), (iii) the Obligations; Debt set forth on Schedule 6.7 hereto, (biv) intercompany Debt incurred in by and between any Borrower and any other Borrower, (v) Debt by and between any Borrower and any Subsidiary of the ordinary course Parent which is not a Borrower, provided that at no time shall (y) the outstanding principal amount of business owed such Debt owing by any Loan Party such non-Borrower Subsidiary to a Borrower, less (z) the outstanding principal amount of such Debt owing by any Borrower to any such non-Borrower Subsidiary, when aggregated with all other Loan Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; Inter-company Transactions then outstanding, on a net basis, exceed $3,000,000, (cvi) Debt of any Subsidiary consisting of sureties or bonds provided to Foreign Subsidiary, other than as set forth in clause (v) hereof, (vii) Debt permitted under Section 6.12, (viii) Guarantees by any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases Borrower of any Subsidiary obligation of any other Borrower, to the extent such obligation is not a Debt of the latter which is prohibited hereunder, (ix) Debt which is subordinated in priority of lien (if secured) and right of payment to Debt to the Bank pursuant to a subordination agreement to which the Bank is a party, (x) Debt incurred from financing insurance premiums of the Borrowers and their Subsidiaries, and (xi) other unsecured Debt of any Borrower in an aggregate principal amount outstanding at any time not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness 500,000 of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence all such Debt of Debt all Borrowers in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timeaggregate.

Debt. No Loan Party shallThe Borrower shall not, nor shall it permit any of its Subsidiaries Credit Party to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt of the Borrower and the Restricted Subsidiaries incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether or not constituting purchase money Debt), including obligations in respect of Capital Leases and any Debt assumed in connection with the ordinary course acquisition of business owed any such assets or secured by a Lien on any Loan Party such assets prior to the acquisition thereof, and extensions, renewals and replacements of any other Loan Partysuch Debt that do not increase the outstanding principal amount thereof; provided that (i) such Debt is subordinated incurred prior to or within 120 days after such acquisition or the Obligations completion of such construction or improvement and is also (ii) the aggregate principal amount of Debt permitted under Section 6.3by this clause (b) shall not exceed 2% of Consolidated Net Tangible Assets at any time outstanding; (c) Debt of any Subsidiary consisting of obligations under performance bonds, bid bonds, appeal bonds and sureties or bonds and similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Credit Party (i) in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations(ii) otherwise in the ordinary course of business; (d) purchase money indebtedness and Capital Leases Debt arising from the endorsement of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt instruments for collection in the form ordinary course of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtednessbusiness; (e) Hedging Arrangements intercompany Debt incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that, such Debt is not held, assigned, transferred or held by any Person other than the Borrower or any other Credit Party or, in the case of a pledge, to the Administrative Agent and provided further that, any such Debt shall be subordinated to the Obligations as provided in the Guaranties; (f) to the extent constituting Debt, liabilities for tax and governmental assessments in the ordinary course of business that are not prohibited under Section 6.15yet due or that are being contested in good faith by appropriate proceedings and as to which adequate reserves have been established in accordance with GAAP; (g) Specified Additional Debt; provided that that, (i) the principal amount of such Specified Additional Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documentsexceed $500,000,000, (ii) such Debt shall not obligate the Borrower shall have complied with Section 5.2(t), (iii) no Default or any Borrowing Base Deficiency exists at the time of its Subsidiaries incurrence of such Specified Additional Debt or would result therefrom (including after giving effect to any margin call requirements including adjustment in the Borrowing Base pursuant to Section 2.2(f) and any requirement prepayment made to post cash collateral, property collateral or a letter of creditthe extent required by Section 2.5(c)(iv)), and (iiiiv) after giving effect to the incurrence of such Debt shall not include any deferred premium payments associated Specified Additional Debt, the Parent is in compliance on a pro forma basis with Hedge ArrangementsSection 6.16 and Section 6.17 for the period most recently ended for which financial statements have been delivered pursuant to Section 5.2(a) or Section 5.2(b) or referenced in Section 4.4(a), as applicable; (fh) to the extent constituting Debt, in-kind obligations relating to net oil or natural gas balancing positions arising in the ordinary course of business; (i) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) not more than 90 days past due, in each case incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and; (gj) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (consisting of liabilities incurred in the case ordinary course of any issuance on business under workers’ compensation claims required by Governmental Authority or prior to June 30, 2015) or the Leverage Ratio (by third parties in the case ordinary course of any issuance following June 30business, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% in respect of health, disability or other employee benefits or property, casualty or liability insurance, in each case of the then existing Borrowing Baseforegoing clauses (i) and (ii), after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower pursuant to customary reimbursement or any of its Subsidiaries indemnification obligations to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligationssuch Person, or and (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien which Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) without duplication, guarantees of Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of otherwise permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debtunder this Section 6.1; (l) Hedging Arrangements to the extent not prohibited under Section 6.15; (xm) at to the extent constituting Debt, obligations on account of minimum volume commitments entered into in the ordinary course of business; (n) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds or in respect of cash management services provided by a bank or other financial institution, each in the ordinary course of business; provided that, such Debt is extinguished within five (5) Business Days of incurrence; (o) Debt existing on the Closing Date and set forth in Schedule 6.1 including extensions, replacements and refinancings thereof which do not increase the principal amount (excluding increases resulting from the rolling into such refinanced, extended or replaced principal of any time accrued, unpaid interest and any expenses or premium incurred in connection with any such extension, replacement or refinancing and including prepayment and make whole premiums) of such Debt as of the date of such extension or refinancing; (p) Debt that may be deemed to arise pursuant to customary indemnification and purchase price adjustment provisions contained in agreements for asset purchase and sale transactions (including investments permitted under Section 6.3 hereof (other than with respect to an Unrestricted Subsidiary)); (q) Guarantees of Debt of a Credit Party to the extent that the Second Lien Loan Documents are incurrence of the Debt by such Credit Party would itself be permitted hereby; (r) Guarantees of Debt of Unrestricted Subsidiaries (including with respect to Debt of the type described in effect, Section 6.1(p) above)) not to exceed $10,000,000 in the aggregate when combined with the value of all investments made in Unrestricted Subsidiaries pursuant to Section 6.3(m)(iii); (s) other unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 15,000,000 at any time; and (t) Debt of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Debt exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary, (ii) the aggregate principal amount of Debt permitted by this clause (t) shall not exceed an amount equal to two percent (2%) of Consolidated Net Tangible Assets at any time outstanding, and (yiii) at any time that the Second Lien Loan Documents are such Debt does not in effectconsist of indebtedness for borrowed money (including bonds, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided thatdebentures, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timeindentures, term loans, and credit facilities).

Debt. No Loan Party shallThe Borrower will not, nor shall it and will not permit any of its Subsidiaries Subsidiary to, incur, create, assumeassume or suffer to exist any Debt, incur, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the ObligationsObligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Obligations arising under the Loan Documents; (b) intercompany Debt accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business owed which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (c) Debt under Capital Leases not to exceed $2,500,000; (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties; (e) intercompany Debt between the Borrower and any Loan Party Subsidiary Guarantor or between Subsidiary Guarantors to any other Loan Partythe 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 Subsidiary Guarantor shall be subordinated to the Obligations and is also permitted under Section 6.3Indebtedness on terms set forth in the Guaranty Agreement; (cf) endorsements of negotiable instruments for collection in the ordinary course of business; and (g) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with under the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary Subordinated Promissory Note in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default25,000,000; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that : (i) such Debt is unsecured and shall not be securedhave the benefit of any guarantee, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, letter of credit or other credit support or security; (ii) such Debt shall not obligate is fully subordinated in right of payment and liquidation to the Borrower or any of its Subsidiaries Obligations pursuant to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and the Note Subordination Agreement; (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; has a scheduled maturity date that is no earlier than one year after the Maturity Date; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iiiiv) such Debt is does not secured by provide for scheduled or mandatory prepayments, redemptions, repayments, or defeasance of principal for any Lien; consideration on any date prior to one year after the Maturity Date; (ivv) no the non-default interest rate on the outstanding principal amount of such Debt matures earlier than six months after as of any day does not exceed the Maturity Date; highest non-default interest rate per annum that may be applicable to Borrowings pursuant to the terms hereof as of such day (vand the terms of such Debt permit accrued and unpaid interest to be capitalized to the outstanding principal thereof (i.e., PIK interest)); (vi) such Debt shall does not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction contain (A) on the ability of the Borrower any financial covenants or any of its Subsidiaries to guarantee the Secured Obligations other affirmative or to pledge assets as Collateral for the Secured Obligations, negative covenants or (B) cross defaults to or for any other Debt or any other events of default (other than the failure to make any payment of principal when due 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; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(ematurity date); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall does not have any restriction on the ability of the Borrower or any of its Subsidiaries to amend, supplement or modify this Agreement or the other Loan Documents; (viii) such Debt does not have any restrictions on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral collateral security for the Secured Obligations; and (xiix) upon the issuance of any such Debt, the Borrowing Base Debt is not assignable or transferable and shall be automatically reduced in accordance with held at all times by the Parent; and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) such Debt shall at all times be evidenced by the Subordinated Promissory Note (and pledged in favor of the Administrative Agent pursuant to a Security Instrument in form and substance satisfactory to the Administrative Agent). (h) other Debt not to exceed $2,500,000 in the aggregate at any one time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timeoutstanding.

Debt. No Loan Party shallwill, nor shall will it permit any of its Subsidiaries to, create, assume, incur, assume or in any manner become liable, directly, indirectly, or contingently in respect of, suffer to exist any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the ObligationsDebt pursuant to this Agreement; (b) intercompany Debt incurred in the ordinary course of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to the Obligations and is also Investments permitted under Section 6.37.10 that would constitute Debt; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligationsreserved; (d) Debt in the form of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not be past due; (e) Debt of (i) a Loan Party owing to another Loan Party, (ii) a Loan Party owing to a Subsidiary that is not a Loan Party, so long as such Debt is evidenced by an intercompany note and subject to subordination terms acceptable to the Administrative Agent, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (iii) any Subsidiary that is not a Loan Party owing to any other Subsidiary that is not a Loan Party and (iv) to the extent permitted by Section 7.10, any Subsidiary that is not a Loan Party owing to a Loan Party; (f) all obligations of such Person arising under letters of credit (including standby and commercial); (g) Debt of any Person that becomes a Subsidiary after the date hereof, incurred prior to the time such Person becomes a Subsidiary, that is not created in contemplation of or in connection with such Person becoming a Subsidiary and that is not assumed or Guaranteed by any other Subsidiary; and Debt secured by a Lien on property acquired by a Subsidiary, incurred prior to the acquisition thereof by such Subsidiary, that is not created in contemplation of or in connection with such acquisition and that is not assumed or Guaranteed by any other Subsidiary; and Debt refinancing (but not increasing the principal amount thereof, except by an amount equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in connection with such refinancing) the Indebtedness described in this clause (g); provided that the aggregate amount of all such Debt referred to in this clause (g) at any one time outstanding shall not exceed $15,000,000; (h) Debt incurred in connection with Capital Leases and purchase money indebtedness and Capital Leases of any Subsidiary Debt in an aggregate outstanding principal amount not to exceed $5,000,000 25,000,000 at any time; provided no Loan Party may enter into additional indebtedness ; (i) all Guarantees otherwise permitted by this Agreement; (j) other Debt in an aggregate outstanding principal amount that, when added to the aggregate principal amount of the type described in Debt outstanding under this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided thatj), at any time that the Second Lien Loan Documents would prohibit the incurrence does not exceed 15% of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAPConsolidated Net Tangible Assets; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30the Borrower obtaining either (A) a BBB- rating or higher from S&P or (B) a Baa3 rating or higher from ▇▇▇▇▇’▇, 2015) or an unlimited amount of unsecured Debt incurred by any Loan Party, so long as the Consolidated Leverage Ratio (in the case of any issuance following June 30Ratio, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall does not be more than exceed 3.50 to 1.00 1.00; and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and obtains either (x) a BBB- rating or higher from S&P or (y) a Baa3 rating or higher from ▇▇▇▇▇’▇, an unlimited amount of unsecured Debt incurred by any issuance of Debt pursuant to this Section 6.1(g) Loan Party, so long as the Borrower shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30compliance, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis basis, with the Consolidated Leverage Ratio after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any time.

Debt. No Loan Party shallwill, nor shall will it permit any of its Subsidiaries to, create, assume, incur, assume or in any manner become liable, directly, indirectly, or contingently in respect of, suffer to exist any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the ObligationsDebt pursuant to this Agreement or an Incremental Term Loan Agreement; (b) intercompany Debt Investments permitted under Section 7.10 that would constitute Debt; (c) current liabilities of the Loan Parties or their respective Subsidiaries incurred in the ordinary course of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party extended in connection with the operation normal purchases of its Oil goods and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligationsservices; (d) purchase money indebtedness Debt of any Person that becomes a Subsidiary of the Borrower, to the extent such Debt is outstanding at the time such Person becomes a Subsidiary of the Borrower and Capital Leases of was not incurred in contemplation thereof, and Debt assumed by the Borrower or any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness connection with its acquisition (whether by merger, consolidation, acquisition of all or substantially all of the type described in this clause (d) if a Default is continuing assets or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time acquisition that the Second Lien Loan Documents would prohibit the incurrence of Debt results in the form ownership of purchase money indebtednessgreater than fifty percent (50%) of the Capital Stock of a Person) of another Person and, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15in each case, Debt refinancing, extending, renewing or refunding such Debt; provided that (i) the principal amount of such Debt is not increased (other than to provide for the payment of any underwriting discounts and fees related to any refinancing Debt as well as any premiums owed on and accrued and unpaid interest related to the original Debt); and (ii) at the time of and immediately after giving effect to the incurrence or assumption of such Debt or refinancing Debt and the application of the proceeds thereof, as the case may be, the aggregate principal amount of all such Debt, and of all Debt previously incurred or assumed pursuant to this Section 7.09(d), and then outstanding, shall not exceed 50% of Consolidated EBITDA for the period of four full consecutive fiscal quarters of the Borrower and its Subsidiaries (and such Person on a pro forma basis) then most recently ended; (e) Debt in the form of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangementspast due; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards pursuant to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; andSunrise Pipeline Lease; (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence all obligations of such Debt, shall not be more than 3.50 to 1.00 Person arising under letters of credit (including standby and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(ecommercial); and (xh) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien other Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the an aggregate principal amount of Second Lien Debt shall not to exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 2515% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timeConsolidated Net Tangible Assets.

Debt. No Loan Party shall(a) Prior to the Investment Grade Rating Date, nor shall it the Borrower will not, and will not permit any of its Restricted Subsidiaries to, create, assume, incur, assume or in permit to exist any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than except (without limiting the following (collectively, the “Permitted Debt”provisions of Section 6.12): (ai) Debt created under the ObligationsLoan Documents; (bii) intercompany Debt incurred in of the ordinary course Borrower or any of business owed by any Loan Party to its Restricted Subsidiaries existing on the Availability Date and set forth on Schedule 6.01, and extensions, renewals and refinancings thereof that do not increase the outstanding principal amount thereof; (iii) Debt of the Borrower or any other Loan Party; provided that such Debt is subordinated Party owing to the Obligations and is also permitted under Section 6.3; (c) Debt of Borrower or any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15Restricted Subsidiaries; provided that (iA) such Debt shall not be secured, except such Debt owing have been transferred to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate any Person other than the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iiiB) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior Debt owed by a Loan Party to June 30a Restricted Subsidiary that is not a Loan Party, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lienunsecured and subordinated in right of payment to the Obligations on terms reasonably satisfactory to the Administrative Agent; (iv) no principal amount Debt of the Borrower or any other Loan Party owing to ▇▇▇▇ or any of its Subsidiaries (other than ▇▇▇▇ ▇▇, the Borrower or any of its Subsidiaries); provided that (A) that such Debt matures earlier shall not be transferred to any Person other than six months after ▇▇▇▇ or any of its Subsidiaries and (B) such Debt is unsecured and subordinated in right of payment to the Maturity DateObligations on terms reasonably satisfactory to the Administrative Agent; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Restricted Subsidiaries owing to guarantee ▇▇▇▇ or any of its Subsidiaries (other than ▇▇▇▇ ▇▇, the Secured Obligations Borrower or any of its Subsidiaries) that is assumed by the Borrower or such Restricted Subsidiary in connection with any Midstream MLP IPO Transaction or any Midstream MLP Drop-Down Transaction; provided that such Debt shall not be transferred to pledge assets as Collateral for any Person other than ▇▇▇▇ or any of its Subsidiaries; (vi) to the Secured Obligationsextent constituting Debt, or (B) on the ability obligations of the Borrower or any of its Restricted Subsidiaries owing to amend, modify, restate ▇▇▇▇ or otherwise supplement this Agreement or the any of its Subsidiaries (other Loan Documents; (ix) upon the issuance of any such Debtthan ▇▇▇▇ ▇▇, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and Borrower or any of its Subsidiaries) under any Material Agreement, provided that such obligations (x) any issuance of Debt pursuant to this Section 6.1(gA) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; not constitute indebtedness for borrowed money (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015including indebtedness evidenced by debt securities) or the Leverage Ratio other obligations primarily intended as a financing obligation and (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, B) shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect transferred to any such issuance; (iv) the Availability shall not be less Person other than 25% ▇▇▇▇ or any of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Dateits Subsidiaries; (vii) such Guarantees of Debt permitted under this Section, provided that a Restricted Subsidiary that is not a Loan Party shall not Guarantee Debt that it would not have any amortization or other requirement been permitted to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assetsincur under this Section if it were a primary obligor thereon; (viii) Debt in respect of trade letters of credit issued for the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability account of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; andRestricted Subsidiaries; (xiix) upon Debt owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Debt shall be repaid in full within 30 days of the issuance incurrence thereof; (x) Debt of the Borrower or any Restricted Subsidiary (A) incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capitalized Lease Obligations, but only to the extent that such Debt is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, or (B) assumed in connection with the acquisition of any fixed or capital assets, and any extensions, renewals and refinancings of any of the foregoing; provided that, immediately after giving effect to the creation, incurrence or assumption of any such Debt, the Borrowing Base sum, without duplication, of (I) the aggregate principal amount of all Debt outstanding in reliance on this clause (x), together with the aggregate principal amount of all Debt outstanding in reliance on Sections 6.01(a)(xi) and 6.01(a)(xii), and (II) the aggregate amount of Attributable Debt under all Sale/Leaseback Transactions then outstanding shall be automatically reduced not exceed 15% of the Consolidated Net Tangible Assets as of such time; (xi) Debt of any Restricted Subsidiary of the Borrower that becomes a Subsidiary after the Availability Date (or of any Person not previously a Subsidiary that is merged or consolidated with or into any such Restricted Subsidiary) in accordance with and a transaction permitted hereunder, but only to the extent required by Section 2.2(ethat such Debt exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) and is not created in contemplation of or in connection with such Person becoming a Subsidiary (or such merger or consolidation); provided that, immediately after giving effect to the creation, incurrence or assumption of any such Debt, the sum, without duplication, of (1) the aggregate principal amount of all Debt outstanding in reliance on this clause (xi), together with the aggregate principal amount of all Debt outstanding in reliance on Sections 6.01(a)(x) and 6.01(a)(xii), and (2) the aggregate amount of Attributable Debt under all Sale/Leaseback Transactions then outstanding shall not exceed 15% of the Consolidated Net Tangible Assets as of such time; (ixii) endorsements other Debt of negotiable instruments for collection the Borrower and Restricted Subsidiaries; provided that, immediately after giving effect to the creation, incurrence or assumption of any such Debt, the sum, without duplication, of (1) the aggregate principal amount of all Debt outstanding in reliance on this clause (xii), together with the aggregate principal amount of all Debt outstanding in reliance on Sections 6.01(a)(x) and 6.01(a)(xi), and (2) the aggregate amount of Attributable Debt under all Sale/Leaseback Transactions then outstanding shall not exceed 15% of the Consolidated Net Tangible Assets as of such time; (xiii) other Debt of ▇▇▇▇ TGP Operations LP, ▇▇▇▇ Export Logistics Operations LP, ▇▇▇▇ North Dakota Pipelines Operations LP and any other Subsidiary that is not wholly owned, directly or indirectly, by the Borrower; provided that the aggregate principal amount of all Debt outstanding in reliance on this clause (xiii) shall not at any time exceed $50,000,000; and (xiv) Debt of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary in respect of cash pooling arrangements entered into in the ordinary course of businessbusiness among the Borrower and the Restricted Subsidiaries. (b) From and after the Investment Grade Rating Date, the Borrower will not permit any of its Restricted Subsidiaries that is not a Loan Party to create, incur, assume or permit to exist any Debt, except (without limiting the provisions of Section 6.12): (i) Debt of any such Restricted Subsidiary owing to the Borrower or any of its Restricted Subsidiaries; provided that such Debt shall not have been transferred to any Person other than the Borrower or any of its Subsidiaries; (jii) Debt owing in respect of trade letters of credit issued for the account of any such Restricted Subsidiary; (iii) Debt owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such Debt shall be repaid in full within 30 days of the incurrence thereof; (iv) Debt of any such Restricted Subsidiary (A) incurred to insurance providers and arising finance the acquisition, construction or improvement of any fixed or capital assets, including Capitalized Lease Obligations, provided that such Debt is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, or (B) assumed in connection with the financing acquisition of insurance premium paymentsany fixed or capital assets, and any extensions, renewals and refinancings of any of the foregoing; (kv) Debt described in clause (k) of any such Restricted Subsidiary that becomes a Subsidiary of the definition thereof Borrower after the Availability Date (or of any Person not previously a Subsidiary that is merged or consolidated with or into any such Restricted Subsidiary) in a transaction permitted hereunder, provided that such Debt exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) and is not created in contemplation of or in connection with such Person becoming a Subsidiary (or such merger or consolidation); (vi) to the extent such guaranty obligations are made by one Loan Party in respect of permitted constituting Debt, obligations of another Loan Partyany such Restricted Subsidiary owing to Hess or any of its Subsidiaries (other than the Borrower or any of its Subsidiaries) under any Material Agreement, provided that such obligations (A) shall not constitute indebtedness for borrowed money (including indebtedness evidenced by debt securities) or other obligations primarily intended as a financing obligation and (B) shall not be transferred to any Person other than Hess or any of its Subsidiaries (other than the Borrower or any of its Subsidiaries); (vii) Guarantees of Debt permitted under this Section; provided that such guaranty a Restricted Subsidiary that is not a Loan Party shall not Guarantee Debt that it would otherwise be Permitted Debtnot have been permitted to incur under this Section if it were a primary obligor thereon; (lviii) other Debt of such Restricted Subsidiaries, provided that, immediately after giving effect to the creation, incurrence or assumption of any such Debt, the sum, without duplication, of (x1) the aggregate principal amount of all Debt outstanding in reliance on this clause (viii), (2) the aggregate principal amount of all Debt of the Borrower or any other Loan Party then outstanding that is secured by Liens permitted under Section 6.02(b)(x) and (3) the aggregate amount of Attributable Debt under all Sale/Leaseback Transactions then outstanding shall not exceed 15% of the Consolidated Net Tangible Assets as of such time; and (ix) other Debt of ▇▇▇▇ TGP Operations LP, Hess Export Logistics Operations LP, ▇▇▇▇ North Dakota Pipelines Operations LP and any other Subsidiary that is not wholly owned, directly or indirectly, by the Borrower; provided that the aggregate principal amount of all Debt outstanding in reliance on this clause (ix) shall not at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any time50,000,000.

Debt. No Loan Party shallNot, nor shall it and not permit any of its the Loan Parties and their Subsidiaries to, create, incur, assume, incuror suffer to exist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than except the following (collectively, the “Permitted Debt”):following: (ai) Obligations under this Agreement and the Obligationsother Loan Documents; (bii) intercompany Debt incurred in of any of the ordinary course Loan Parties (other than Holdings) and their Subsidiaries secured by Liens permitted by Section 9.2.2, and extensions, renewals, replacements, and refinancings thereof, so long as the aggregate amount of business owed by all such Debt at any time outstanding does not exceed $500,000; (iii) Debt of any Loan Party to any other Loan Party; provided , so long as (i) that such Debt is evidenced by a demand note in form and substance reasonably satisfactory to Administrative Agent and pledged and delivered to Administrative Agent pursuant to the Security Documents as additional collateral security for the Obligations, and (ii) the obligations under that demand note are subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and under the Loan Documents (iiiincluding the Obligations of Borrowers under this Agreement) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior a manner reasonably satisfactory to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any LienAdministrative Agent; (iv) no principal amount Debt arising in connection with endorsement of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection deposit in the ordinary course of business; (jv) Debt owing of any Loan Party to any employee, officer, or director or any such Person’s spouse, estate, or estate-planning vehicle to repurchase Equity Interests from that Person upon the death, disability, or termination of employment of that employee, officer of director, so long as the aggregate amount of all such Debt at any time outstanding does not exceed $250,000; (vi) unsecured Hedging Obligations consisting of commodity swap agreements of the Loan Parties (other than Holdings) and their Subsidiaries in an aggregate amount not to exceed $250,000 incurred for bona fide hedging purposes and not for speculation with respect to risks arising in the ordinary course of Borrowers’ business; (vii) Debt described on Schedule 9.2.1 and any extension, renewal, replacement or refinancing thereof so long as the principal amount thereof is not increased; (viii) the Debt to be Repaid (so long as that Debt is repaid on the First Amendment Effective Date with the proceeds of the Acquisition Term Debt); (ix) Contingent Liabilities arising with respect to (i) customary indemnification obligations by any of the Loan Parties (other than Holdings) and their Subsidiaries in favor of purchasers in connection with dispositions permitted under Section 9.2.9, and (ii) the guaranty by any of the Loan Parties (other than Holdings) and their Subsidiaries of a lease, sublease, license, or sublicense entered into in the ordinary course of business by another Loan Party or any Subsidiary thereof; (x) unsecured Debt incurred in respect of netting services, overdraft protection, and other like services, in each case, incurred in the ordinary course of business; (xi) so long as the Acquisition Term Debt is subject to the terms and conditions of the Intercreditor Agreement the Acquisition Term Debt in an aggregate principal amount outstanding under this clause (xi) at any time not to exceed the Term Loan Cap (as defined in the Intercreditor Agreement) at any time outstanding and any permitted Refinancing (as defined in the Intercreditor Agreement) thereof; provided, that, any Acquisition Term Debt that exceeds the Term Loan Cap shall still be permitted hereunder to the extent it constitutes Excess Term Loan Debt (as defined in the Intercreditor Agreement) under the Intercreditor Agreement; (xii) Debt owed to any person or entity providing property, casualty or liability insurance providers and arising to any Borrower or any Subsidiary of any Borrower in connection with the financing of insurance premium paymentsfinancing premiums in the ordinary course of business to the extent not due and payable; (kxiii) unsecured Debt described of any Borrower or any of its Subsidiaries owing to banks or other financial institutions under corporate credit cards issued to officers and employees for business related expenses in clause (k) the ordinary course of the definition thereof business in an aggregate amount not to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debtexceed $375,000 at any time outstanding; (lxiv) [Reserved]; (xv) Debt in the form of Capital Lease obligations or purchase money obligations of any entity that becomes a Loan Party after the date hereof pursuant to a Permitted Acquisition; provided, that (x) such Debt exists at the time such entity becomes such a Subsidiary and is not created in contemplation of or in connection with such entity becoming such a Subsidiary, (y) such Debt is not guaranteed in any respect by any Borrower or Guarantor (other than by any such entity that guaranteed such Debt at the time such entity became a Subsidiary) and (z) such Debt in the aggregate does not exceed $750,000 at any time that outstanding and any renewals, extensions, or refinancings thereof so long as the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall is not increased; (xvi) Debt in an aggregate amount not to exceed $250,000 at any time outstanding in connection with surety or similar bonds, letters of credit and performance bonds obtained in the ordinary course of business of the Borrowers and their Subsidiaries; (xvii) deposits supporting the performance of operating leases in the ordinary course of business in an aggregate amount not to exceed $250,000 at any time outstanding; (xviii) unsecured Debt arising from agreements providing for customary adjustments of purchase price or similar obligations, or from guarantees securing the performance of any Borrower or any Subsidiary of any Borrower pursuant to such agreements, in connection with any Permitted Acquisitions; (xix) cash obligations under incentive, non-compete, consulting, deferred compensation, or other similar arrangements, other than sales commissions, incurred by it in the ordinary course of business in an aggregate amount not to exceed $2,000,000 at any timetime outstanding; (xx) (A) the Green Remedies Seller Note to the extent subject to the Green Remedies Seller Note Subordination Agreement, and (yB) other unsecured seller notes issued by Holdings of up to 150% of the EBITDA of the target for the most recently ended twelve month period for which financial statements have been delivered to Administrative Agent, in an aggregate amount not to exceed $12,000,000 at any time that outstanding to the Second Lien extent subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent and subject to documentation and structure reasonably acceptable to the Administrative Agent and (C) other unsecured earn-outs owing by Holdings of up to 150% of the EBITDA of the target for the most recently ended twelve month period for which financial statements have been delivered to Administrative Agent, in an aggregate amount not to exceed $12,000,000 at any time outstanding the extent subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent and subject to documentation and structure reasonably acceptable to the Administrative Agent; (xxi) Debt consisting of SBA PPP Loans in an aggregate amount not to exceed $1,408,000 at any time outstanding; and (xxii) other unsecured Debt of the Loan Documents are not in effect, Debt Parties and their Subsidiaries not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the for herein in an aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timetime exceeding $750,000 at any time outstanding; provided, to the extent any such Debt is in the form of seller notes, earn-out or similar obligations, such Debt shall only be issued by Holdings and shall be subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent.

Debt. No Loan Party shallwill, nor shall will it permit any of its Subsidiaries to, create, assume, incur, assume or in any manner become liable, directly, indirectly, or contingently in respect of, suffer to exist any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the ObligationsDebt pursuant to this Agreement; (b) intercompany Debt incurred in the ordinary course of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to the Obligations and is also Investments permitted under Section 6.37.10 that would constitute Debt; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate outstanding principal amount not to exceed $5,000,000 at any time; provided no incurred in connection with Capital Leases existing as of the Closing Date and set forth on Schedule 7.09; (d) Debt in the form of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not be past due; (e) Debt of (i) a Loan Party owing to another Loan Party, (ii) a Loan Party owing to a Subsidiary that is not a Loan Party, so long as such Debt is evidenced by an intercompany note and subject to subordination terms acceptable to the Administrative Agent, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, and (iii) to the extent permitted by Section 7.10, any Subsidiary that is not a Loan Party owing to a Loan Party; (f) all obligations of such Person arising under letters of credit (including standby and commercial); provided, that, prior to the Guarantee Release Date, such Debt may enter into additional indebtedness only be incurred by the Loan Parties; (g) Debt of any Person that becomes a Subsidiary after the type Closing Date, incurred prior to the time such Person becomes a Subsidiary, that is not created in contemplation of or in connection with such Person becoming a Subsidiary and that is not assumed or Guaranteed by any other Subsidiary; and Debt secured by a Lien on property acquired by a Subsidiary, incurred prior to the acquisition thereof by such Subsidiary, that is not created in contemplation of or in connection with such acquisition and that is not assumed or Guaranteed by any other Subsidiary; and Debt refinancing (but not increasing the principal amount thereof, except by an amount equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in connection with such refinancing) the Debt described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15g); provided that (i) such Debt shall not be secured, except such Debt owing prior to a Swap Counterparty that is secured under the Loan DocumentsGuarantee Release Date, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (iA) the Net Leverage Ratio (Parent shall be in the case of any issuance on or prior to June 30compliance, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis basis, with the Consolidated Leverage Ratio after giving effect to the incurrence of such Debt and any Debt then being incurred under Section 7.09(j) and (B) such Subsidiary becomes a Loan Party within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) after the acquisition of such Subsidiary or such property and (ii) on and after the Guarantee Release Date, such Debt, shall when aggregated with all Debt then outstanding or then being incurred under Section 7.09(k), does not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) exceed 15% of Consolidated Net Tangible Assets after giving effect to any such issuanceDebt (measured as of the date of incurrence using the financial statements most recently delivered pursuant to Section 6.01(a) or (b)); (iih) Debt incurred in connection with Capital Leases and purchase money Debt in an aggregate outstanding principal amount not to exceed $25,000,000 at any time; provided, that, prior to the Availability shall not Guarantee Release Date, such Debt may only be less than 25% incurred by the Loan Parties; (i) all Guarantees otherwise permitted by this Agreement, including Guarantees of Debt permitted to be incurred under this Section; provided, that, prior to the then existing Borrowing BaseGuarantee Release Date, such Guarantees may only be incurred by the Loan Parties; (j) other Debt incurred by the Loan Parties; provided that after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no aggregate principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vithen being incurred under Section 7.09(g)(i); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base Parent shall be automatically reduced in accordance compliance, on a pro forma basis, with and to the extent required by Section 2.2(e)Consolidated Leverage Ratio; and (xk) any issuance of on and after the Guarantee Release Date, other Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien incurred by Subsidiaries that are not Loan Documents shall be simultaneously terminated; (h) Second Lien DebtParties; provided that: (i) that the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall when aggregated with all Debt then outstanding or then being incurred under Section 7.09(g), does not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25exceed 15% of the then existing Borrowing Base, Consolidated Net Tangible Assets after giving effect to the incurrence of such Debt and (measured as of the corresponding reduction to date of incurrence using the Borrowing Base financial statements most recently delivered pursuant to Section 2.2(e6.01(a) or (b); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any time.

Debt. No Loan Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt incurred in the ordinary course of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee means any indebtedness of the Secured Obligations Borrower or to pledge assets as Collateral for any of its Subsidiaries, whether or not contingent, and without duplication, in respect of (i) borrowed money evidenced by bonds, notes, debentures or similar instruments, (ii) indebtedness secured by any mortgage, pledge, lien, charge, encumbrance or any security interest existing on property owned by the Secured ObligationsBorrower or any of its Subsidiaries, (iii) the reimbursement obligations, contingent or otherwise, in connection with any letters of credit actually issued or amounts representing the balance deferred and unpaid of the purchase price of any property except any such balance that constitutes an accrued expense or trade payable or (Biv) on any lease of property by the ability Borrower or any of its Subsidiaries as lessee which is reflected in the balance sheet of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced as a capitalized lease in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (GAAP, in the case of any Second Lien Debt incurred on or prior to June 30, 2015items of indebtedness under (i) or the Leverage Ratio through (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect iii) above to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to extent that any such issuance; items (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type letters of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viiicredit) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, would appear as in effect a liability on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability balance sheet of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with GAAP, and also includes, to the extent required not otherwise included, any obligation by Section 2.2(e); the Borrower or any Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise (i) endorsements other than for purposes of negotiable instruments for collection in the ordinary course of business; ), indebtedness of another person (jother than the Borrower or any Subsidiary) (it being understood that Debt owing shall be deemed to insurance providers and arising in connection with be incurred by the financing Borrower or any of insurance premium payments; (k) Debt described in clause (k) its Subsidiaries whenever the Borrower or any of the definition thereof to the extent such guaranty obligations are made by one Loan Party its Subsidiaries shall create, assume, guarantee or otherwise become liable in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timethereof).

Debt. No Loan Party shallThe Borrower will not, nor shall will it permit any of its Subsidiaries to, create, assume, incur, assume or in any manner become liable, directly, indirectly, or contingently in respect of, suffer to exist any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the ObligationsDebt pursuant to this Agreement or an Incremental Term Loan Agreement; (b) intercompany Debt Current liabilities of the Borrower or its Subsidiaries incurred in the ordinary course of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to extended in connection with the Obligations normal purchases of goods and is also permitted under Section 6.3services; (c) Debt of any Person that becomes a Subsidiary consisting of sureties the Borrower, to the extent such Debt is outstanding at the time such Person becomes a Subsidiary of the Borrower and was not incurred in contemplation thereof, and Debt assumed by the Borrower or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party Subsidiary in connection with the operation its acquisition (whether by merger, consolidation, acquisition of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid all or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness substantially all of the type described in this clause (d) if a Default is continuing assets or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time acquisition that the Second Lien Loan Documents would prohibit the incurrence of Debt results in the form ownership of purchase money indebtednessgreater than fifty percent (50%) of the Capital Stock of a Person) of another Person and, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15in each case, Debt refinancing, extending, renewing or refunding such Debt; provided that (i) the principal amount of such Debt is not increased (other than to provide for the payment of any underwriting discounts and fees related to any refinancing Debt as well as any premiums owed on and accrued and unpaid interest related to the original Debt); and (ii) at the time of and immediately after giving effect to the incurrence or assumption of such Debt or refinancing Debt and the application of the proceeds thereof, as the case may be, the aggregate principal amount of all such Debt, and of all Debt previously incurred or assumed pursuant to this Section 7.09(c), and then outstanding, shall not exceed 50% of Consolidated EBITDA for the period of four full consecutive fiscal quarters of the Borrower and its Subsidiaries (and such Person on a pro forma basis) then most recently ended; (d) Debt in the form of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not be secured, except past due; (e) all obligations of such Debt owing to a Swap Counterparty that is secured Person arising under the Loan Documents, letters of credit (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, standby and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangementscommercial); (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to solely resulting from a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors pledge of the Loan Parties for goods membership interests or services, and (iii) current operating liabilities (other than for borrowed money) which equity interests in each case is (x) incurred in a Designated Joint Venture owned by the ordinary course Borrower or a Subsidiary securing indebtedness of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; andDesignated Joint Venture; (g) other Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30Borrower so long as, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e)7.02; and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) other Debt of the aggregate principal amount Subsidiaries of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30Borrower so long as, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall of all Debt outstanding under this clause (j) does not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions 15% of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timeConsolidated Net Tangible Assets.

Debt. No Loan Party shallThe Parent will not create or suffer to exist, nor shall it and will not permit any of its Subsidiaries to, Restricted Subsidiary to create, assume, incur, assume or in any manner become liable, directly, indirectly, or contingently in respect ofsuffer to exist, any Debt other than the following (collectivelyexcept as set forth below, the “all of which shall be "Permitted Debt”):": (a) Debt of the ObligationsParent, the Borrower and the Affiliate Guarantors to the Banks, the Agent and the Issuing Bank evidenced by any Loan Document; (b) intercompany in addition to Debt otherwise permitted to be incurred by the Parent or any Restricted Subsidiary, as the case may be, by this Section 10.2, secured or unsecured Debt of the Parent or any Restricted Subsidiary to Persons (other than the Parent or any Subsidiary) (other than the type of Debt permitted by Subsections (e) and (f) hereof); provided that (i) at no time shall the aggregate amount of all such Debt of the Parent and the Restricted Subsidiaries permitted by this Section 10.2(b) exceed 7 1/2% of Consolidated Net Worth, of which secured Debt may constitute no more than 4% of Consolidated Net Worth and (ii) such Debt shall not be incurred when a Default or Event of Default exists or would result therefrom; (i) Debt of the Parent or any Restricted Subsidiary to any Person (other than to the Parent or any Subsidiary) and (ii) secured or unsecured Debt of Moor▇▇ ▇▇▇ Suit People U.S., Inc. to Moor▇▇ ▇▇▇ail Group, Inc. and Golden Brand Clothing (Canada) Ltd., in each case existing on the date hereof and described on Schedule 10.2 attached hereto and made a part hereof; provided that such Debt is not increased; (d) unsecured Debt of the Parent to any Restricted Subsidiary and unsecured Debt of any Restricted Subsidiary to the Parent or any other Restricted Subsidiary; provided that (i) in each case the term and provisions of such Debt shall be subject to Section 10.8, (ii) any such unsecured Debt of the Parent or any Guarantor (as defined in the U.S. Revolving Credit Agreement) shall be subordinated in form and substance satisfactory to the Majority Banks to the Obligations, (iii) any such unsecured Debt is incurred when no Default or Event of Default exists or would result therefrom, (iv) the aggregate principal amount of all Debt of the Non-Guaranteeing Restricted Subsidiaries (except as permitted by Section 10.2(h)) to the Parent and the Guarantors shall not exceed the lesser of (A) U.S.$30,000,000 and (B) 10% of the Consolidated Net Worth; (e) Debt of the Parent or any Restricted Subsidiary representing Capital Leases; provided that at no time shall the aggregate amount of such Debt of the Parent and its Restricted Subsidiaries permitted by this Section 10.2(e) exceed 5% of Consolidated Net Worth; (f) Debt relating to Sale and Lease-Back Transactions permitted under Section 10.6(c); (g) unsecured Debt incurred in the ordinary course of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to for the Obligations and is also permitted under Section 6.3purchase of inventory, including deferred purchases of inventory; (ch) intercompany Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party described in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligationsSection 10.5(l); (di) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness other unsecured Debt of the Parent or any Restricted Subsidiary to Persons (other than the Parent or any Subsidiary)(other than the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; permitted under Subsections (e) Hedging Arrangements to the extent not prohibited under Section 6.15; and (f) hereof) provided that (i) such the aggregate amount thereof plus the aggregate amount of Debt outstanding which is permitted by Section 10.2(b) shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documentsexceed U.S. $100,000,000, (ii) such Debt shall not obligate require any principal payment, repurchase, redemption or defeasance prior to (or the Borrower deposit of any payment or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateralproperty or sinking fund payment in respect of), property collateral or have a letter of creditmaturity shorter than 90 days after the Maturity Date, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance be on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are terms no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to and (iv) 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 (vi); (vii) no incurred when a Default or Event of Default is occurring at the time of, exists or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e)therefrom; and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt under the Related Facilities, including guarantees thereof. 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 when it becomes, or is merged into, or is consolidated with a Restricted Subsidiary or the Parent shall be deemed to have been incurred at that time, (3) which is permitted by Section 10.2(d) and which is owing to insurance providers and arising in connection with the financing of insurance premium payments; a Restricted Subsidiary when it ceases to be a Restricted Subsidiary shall be deemed to have been incurred at that time, (k) Debt described in clause (k4) of the definition thereof a Restricted Subsidiary which is owing to the extent Parent or any other Restricted Subsidiary shall be deemed to have been incurred at the time the Parent or such guaranty obligations are made by one Loan Party 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 permitted obligations a letter of another Loan Party; provided that credit or similar instrument shall be deemed to be incurred when such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions letter of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timecredit or similar instrument is issued.

Debt. No Loan Party shallThe Borrower will not, nor shall it and will not permit any of its Subsidiaries Restricted Subsidiary to, incur, create, assumeassume or suffer to exist any Debt, incur, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the Obligations;Notes, the Loans or other Indebtedness arising under the Loan Documents or any Swap Agreement with a Secured Swap Provider or any other Approved Counterparty or any guaranty of or suretyship arrangement for the Notes, the Loans or other Indebtedness arising under the Loan Documents or any Swap Agreement with a Secured Swap Provider. (b) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected on Schedule 9.02. (c) [Reserved]. (d) Debt under Capital Leases and purchase money Debt not to exceed the greater of (i) $1,000,000 and (ii) five percent (5%) of the Borrowing Base in effect at such time, in each case, in the aggregate at any one time outstanding. (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt incurred in between the ordinary course of business owed Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by any Loan Party to any other Loan PartySection 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 Obligations and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance Indebtedness on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those terms set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi);Guaranty Agreement. (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (ig) endorsements of negotiable instruments for collection in the ordinary course of business;. (jh) Debt owing to insurance providers and arising incurred in connection with the financing of insurance premium payments;premiums in the ordinary course of business. (ki) Specified Additional Debt; provided that (i) after giving effect to the incurrence of such Debt, no Event of Default shall have occurred and be continuing, (ii) such Debt described in clause does not have any scheduled principal payments, mandatory redemption (k) except as a result of a change of control or asset sale so long as any rights of the definition thereof holders of such Debt upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Indebtedness that are accrued and payable and termination of all Commitments and, except in the case of the 2024 Senior Notes, the Special Mandatory Redemption (as defined in the 2022 Indenture)) or maturity date until the date that is one hundred and eighty (180) days following the Maturity Date, (iii) on the same day as the incurrence of such Debt, the Borrowing Base shall be adjusted to the extent required by Section 2.07(f) and prepayment is made to the extent required by Section 3.04(c)(iii) and no Borrowing Base Deficiency would then exist after giving effect to such guaranty obligations adjustment and prepayment, (iv) after giving pro forma effect to the incurrence of such Specified Additional Debt (and any concurrent repayment, redemption or satisfaction and discharge of Debt with the proceeds of such incurrence), the Borrower is in pro forma compliance with Section 9.01), (v) such Debt shall have no financial covenants which are made not also contained in this Agreement (including after giving effect to an amendment of this Agreement to add such financial covenants) and any such financial covenants shall be no more restrictive than those contained in this Agreement, (vi) the non-financial covenants applicable to such Debt are no more restrictive, taken as a whole, than the non-financial covenants contained in this Agreement (as determined by one Loan Party the Borrower in respect good faith), and (vii) no Subsidiary of permitted obligations of another Loan Party; provided that the Borrower (other than a Guarantor) is an obligor under such guaranty would otherwise be Permitted Debt; (lj) other Debt not to exceed, in the case of this clause (xj), the greater of (i) $1,000,000 and (ii) five percent (5%) of the Borrowing Base in effect at such time, in each case, in the aggregate principal amount at any one time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timeoutstanding.

Debt. No Loan Party shallThe Borrower will not, nor shall it and will not permit any of its Subsidiaries Subsidiary to, incur, create, assumeassume or suffer to exist any Debt, incur, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the ObligationsObligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Obligations arising under the Loan Documents; (b) intercompany Debt accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business owed which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (c) Debt under Capital Leases not to exceed $2,500,000; (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties; (e) intercompany Debt between the Borrower and any Loan Party Subsidiary Guarantor or between Subsidiary Guarantors to any other Loan Partythe 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 Subsidiary Guarantor shall be subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt Indebtedness on terms set forth in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge ArrangementsGuaranty Agreement; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business;; and (jg) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1Subordinated Promissory Note in an aggregate principal amount not to exceed $25,000,000; provided that, the aggregate outstanding principal amount thereof : (i) such Debt is unsecured and shall not exceed $2,000,000 at have the benefit of any timeguarantee, letter of credit or other credit support or security; (ii) such Debt is fully subordinated in right of payment and liquidation to the Obligations pursuant to the Note Subordination Agreement; (yiii) at such Debt has a scheduled maturity date that is no earlier than one year after the Maturity Date; (iv) such Debt does not provide for scheduled or mandatory prepayments, redemptions, repayments, or defeasance of principal for any time that consideration on any date prior to one year after the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any time.Maturity Date;

Debt. No Loan Party shall, nor The Borrower shall it not permit any of its Subsidiaries Subsidiary to, issue, incur, assume, create, assume, incurhave outstanding any Debt, or in any manner become liableincur liabilities for interest rate, directly, indirectlycurrency, or contingently in respect ofcommodity cap, collar, swap, or similar hedging arrangements, or apply for or become liable to the issuer of a letter of credit which supports an obligation of any Debt other than Person; provided, however, that the following (collectively, the “Permitted Debt”):foregoing shall not restrict nor operate to prevent: (a) the Obligationsobligations of Subsidiaries pursuant to the Revolving Credit Agreement; (b) intercompany Debt incurred obligations of the Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3not for speculative purposes; (c) Debt endorsement of any Subsidiary consisting items for deposit or collection of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection paper received in the ordinary course of business; (jd) intercompany advances from time to time owing by any Subsidiary to the Borrower or another Subsidiary, Guarantees and similar undertakings by a Subsidiary in respect of such obligations of the Borrower or any Subsidiary; (e) Debt owing and other liabilities outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt or other liabilities, as the case may be, is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to insurance providers a premium or other amount paid, and arising fees and expenses incurred, in connection with the financing of insurance premium paymentssuch refinancing and by an amount equal to any existing commitments unutilized thereunder; (kf) Debt described of any Person that becomes a Subsidiary of the Borrower after the date hereof or is amalgamated with, merged into or consolidated with the Borrower or any Subsidiary of the Borrower after the date hereof, which Debt is existing at the time such Person becomes a Subsidiary of the Borrower or is so amalgamated, merged or consolidated (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of the Borrower); (g) Guarantees by any Subsidiary of any Debt of any other Subsidiary and Guarantees by any Subsidiary of any Debt of the Borrower; and (a) Priority Debt and (b) obligations of Subsidiaries in respect of letters of credit, in each case, not otherwise permitted by this Section 8.7; provided that the sum of the aggregate principal amount of such Priority Debt and other obligations incurred pursuant to this clause (h) (when taken together, but in the case of such obligations in clause (k) b), only including the amount of the definition thereof obligations constituting reimbursement obligations with respect to such letters of credit to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; drawn) plus (lwithout duplication) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall of indebtedness or other obligations secured by a Lien pursuant to Section 8.8(j) do not exceed $2,000,000 at any time, and (y) at any time that 10% of Consolidated Total Capitalization as of the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under most recently ended fiscal quarter of the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 Borrower at any time.

Debt. No Loan Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or in any manner become liable, directly, indirectly, or contingently in respect ofsuffer to exist, any Debt other than the following (collectivelyDebt, the “Permitted Debt”):except: (a) in the Obligations; case of any Loan Party, (bi) intercompany Debt in respect of Hedge Agreements required to be maintained pursuant to Section 6.15, and such other Hedge Agreements entered into to hedge against fluctuations in interest rates or foreign exchange rates and the price of metals incurred in the ordinary course of business and consistent with prudent business practice, and (ii) Debt in respect of any Existing Letter of Credit or any Bank Guarantee to the 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 Bank Guarantee; (b) (i) in the case of any Foreign Subsidiary, unsecured Debt owed 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, (ii) in the case of any other Subsidiary of the US Borrower, unsecured 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 to any other Loan Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including other Loan Party or any requirement of its Subsidiaries; provided that, in each case, such Debt (A) owed to post cash collaterala US Obligations Guarantor shall constitute Pledged Debt securing the Guaranteed Obligations, property collateral or (B) shall be on terms acceptable to the Administrative Agent, (C) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a letter party and delivered to the Administrative Agent pursuant to the terms of creditthe Security Agreement, and (iiiD) such Debt in the case of clause (iv), shall not include exceed an aggregate amount of $50,000,000 outstanding at any deferred premium payments associated with Hedge Arrangementstime less the aggregate amount of equity Investments made after the Closing Date pursuant to Section 7.06(a)(iv); (fc) Debt in the form case of the US Borrower and its Subsidiaries, (i) accounts payable to trade creditors for goods or services Debt under the Loan Documents, (ii) payment obligations Debt secured by Liens permitted by Section 7.01(d) not to a Banking Services Provider under commercial cards to exceed in the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and aggregate $20,000,000 at any time outstanding, (iii) current operating liabilities (other unsecured trade payables not overdue by more than for borrowed money) which in each case is (x) 60 days incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (giv) (A) Capitalized Leases, (B) in the case of Capitalized Leases to which any Subsidiary is a party, Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: US Borrower of the type described in clause (i) of the Net Leverage Ratio definition of “Debt” guaranteeing the Obligations of such Subsidiary under such Capitalized Leases and (C) other Debt, for all of clauses (A), (B) and (C) in an aggregate amount not to exceed $50,000,000 at any time outstanding (in the case of Capitalized Leases, as determined in accordance with US GAAP); (d) Surviving Debt outstanding on the Closing Date without any issuance on extension, renewal or refinancing thereof; and (e) unsecured Debt of the US Borrower, so long as (A) such Debt does not mature until at least six months after the Maturity Date and has no scheduled amortization prior to June 30that date, 2015(B) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 the US Borrower and the Borrower is Loan Parties shall be in pro forma compliance with the financial covenants set forth in Section 6.16(b6.18, (C) after giving effect to any such issuance; (ii) at the Availability shall not be less than 25% time of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchasegiving effect thereto, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, shall have occurred or would occur as a result of, any such issuance; be continuing and (viiiD) the agreement or indenture documentation governing any such debt shall not have any restriction (A) on Debt contains customary market terms reasonably satisfactory to the ability Administrative Agent, including, without limitation, if such Debt is subordinated Debt, provisions subordinating such Debt to the Obligations of the Borrower or any of its Subsidiaries to guarantee Loan Parties under the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any time.

Debt. No Loan Party shallThe Borrower will not, nor shall it and will not permit any of its Subsidiaries Subsidiary to, incur, create, assumeassume or suffer to exist any Debt, incur, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the Obligations;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) intercompany Debt of the Borrower and its Subsidiaries existing on the date hereof that is reflected on Schedule 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 owed 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 any Loan Party to any other Loan Party; provided that such Debt is subordinated to the Obligations appropriate action and is also permitted under Section 6.3;for which adequate reserves have been maintained in accordance with GAAP. (cd) Equipment and Fixture Financing Debt not to exceed $25,000,000 in the aggregate at any one time outstanding. (e) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection associated with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other bid, surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing similar bonds or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower surety obligations required by Governmental Requirements or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred third parties in the ordinary course of business, as presently conducted business in connection with the operation of the Oil and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; andGas Properties. (gf) intercompany Debt consisting of senior unsecured notes issuances (between the “Permitted Notes”Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) that such Debt is not secured by held, assigned, transferred, negotiated or pledged to any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, Person other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type the Borrower or one of Debt and its Wholly-Owned Subsidiaries, and, provided, further, that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt owed by either the Borrower or a Guarantor shall have covenants and restrictions that are no more restrictive than those be subordinated to the Indebtedness on terms set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi);Guaranty Agreement. (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (ig) 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 automatic reduction of the Borrowing Base pursuant to Section 2.07(e) on account thereof, 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 incurred since the first day of such 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 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 owing to insurance providers and arising (other than in connection with a loan or lending transaction) incurred in the financing ordinary course of insurance premium payments;business for drilling, completing, leasing and reworking oil, gas and CO2 ▇▇▇▇▇ 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 term debt. (k) Debt described in clause (k) which represents an extension, refinancing, or renewal of any of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Partyforegoing; provided that (i) the principal amount of such guaranty would otherwise be Permitted Debt 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), (ii) the interest rate of such Debt is not increased, (iii) any Liens securing such Debt are not extended to any additional property of any Credit Party, (iv) no Credit Party that is not originally obligated with respect to repayment of such Debt is required to become obligated with respect thereto, (v) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Debt so extended, refinanced or renewed, (vi) the terms of any such extension, refinancing, or renewal are not materially 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 subordinated in right of payment to the Indebtedness, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt;. (l) Debt arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business. (xm) other Debt not to exceed $20,000,000 in the aggregate at any one time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timeoutstanding.

Debt. No Loan Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or in any manner become liable, directly, indirectly, or contingently in respect ofsuffer to exist, any Debt other than the following (collectivelyDebt, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt incurred in the ordinary course of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided thatexcept: (i) Debt under the Net Leverage Ratio Loan Documents (in the case of any issuance on or prior including Debt incurred pursuant to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015Section 2.17), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; Liens permitted by Section 6.02(a)(iv) and Capitalized Leases (ivin addition to those otherwise permitted by this Section) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth exceed in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of aggregate $3,000,000 at 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 (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Permitted Additional Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% Debt in respect of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e)Hedge Agreements; (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l)Debt of the Parent to any Subsidiary of the Parent and of any Subsidiary of the Parent to the Parent or any other Subsidiary of the Parent; (vi) no principal amount Guaranty Obligations of such the Parent of Debt matures earlier than six months after of any Subsidiary of the Maturity DateParent and of any Loan Party of Debt of the Parent or any other Subsidiary of the Parent; (vii) Debt of any Person that becomes a Subsidiary of the Parent after the date hereof in a transaction permitted by Section 6.02(d) or Section 6.02(f)(vi) or (ix), which Debt is existing at the time such Person becomes a Subsidiary of the Parent (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of the Parent), in each case, together with any refinancing, extension, renewal or replacement thereof so long as the obligor or obligors under such Debt shall remain unchanged, no additional security interest is granted by such obligor or obligors or any other party in connection with such refinancing, extension, renewal or replacement and the aggregate principal amount of such refinancing, extension, renewal or replacement does not have any amortization exceed that of the Debt being refinanced, extended, renewed or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assetsreplaced; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower Parent or any of its Subsidiaries to guarantee the Secured Obligations in respect of performance, bid, surety, appeal or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection similar bonds or completion or performance guarantees provided in the ordinary course of business; (jix) Debt owing of the Parent or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Parent or any of its Subsidiaries pursuant to such agreements that is incurred in disposing of any assets, business or Subsidiary of the Parent (other than guarantees of, or similar obligations under, Debt incurred by any Person acquiring all or any portion of such business assets or Subsidiary of the Parent for the purpose of financing such acquisition); (x) Debt of the Parent or any of its Subsidiaries consisting of obligations in respect of letters of credit for the benefit of, and reimbursement or indemnification obligations to, any Person as required by or desirable for workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance providers provided by such Person to the Parent or any of its Subsidiaries, in each case incurred in the ordinary course of business. (xi) Debt of the Parent or any of its Subsidiaries 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; (xii) Subordinated Debt, together with any Permitted Refinancing Indebtedness in respect thereof, not to exceed in the aggregate during the term of this Agreement, the sum of (A) $30,000,000 and arising (B) $200,000,000 less the aggregate amount of any Commitment Increases pursuant to Section 2.17; (xiii) Surviving Debt (other than any Surviving Debt referred to in the proviso in the definition thereof) and any refinancing, extension, renewal or replacement thereof so long as the obligor or obligors under such Debt shall remain unchanged, no additional security interest is granted by such obligor or obligors or any other party in connection with such refinancing, extension, renewal or replacement and the financing aggregate principal amount of insurance premium payments;such refinancing, extension, renewal or replacement does not exceed that of the Debt being refinanced, extended, renewed or replaced; and (kxiv) other Debt described in clause (k) of the definition thereof Parent or any Subsidiary of the Parent not to exceed in the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) aggregate $30,000,000 at any time that the Second Lien Loan Documents are outstanding, of which no more than $15,000,000 in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time outstanding shall be Debt of a Person that the Second Lien is not a Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timeParty.

Debt. No Loan Party shallThe Borrower will not, nor shall will it permit any Subsidiary of its Subsidiaries the Borrower to, incur, create, assumeassume or permit to exist any Debt, incur, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Debt to the Lenders pursuant to the Loan Documents; (b) unsecured Debt under Interest Rate Protection Agreements entered into in compliance with Section 8.16; provided, however, that Debt thereunder may be secured if such Debt constitutes a part of the Obligations; (bc) 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; (d) purchase money Debt (including Capital Lease Obligations) secured by purchase money Liens, which Debt and Liens are permitted under and meet all of the requirements of clause (g) of the definition of Permitted Liens contained in Section 1.1; (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) intercompany Debt between or among the Borrower and any of its Wholly-Owned Subsidiaries incurred in the ordinary course of business (including, without limitation, Debt owed by the Wholly-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 Loan Party and all of the Debt permitted pursuant to any other Loan Party; provided that such Debt is this clause (g) (i) shall not exceed $1,000,000 in aggregate principal amount outstanding, (ii) shall be unsecured, (iii) 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 (iv) shall be subordinated to the Obligations pursuant to a subordination agreement in form and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements substance satisfactory to the extent not prohibited under Section 6.15Administrative Agent; provided provided, however, that (i) such Debt shall not be secured, except such Debt owing temporary advances made from time to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred time in the ordinary course of business, as presently conducted and business not to exceed $500,000 in aggregate principal amount at any time owing by any Wholly-Owned Subsidiary of the Borrower to the Borrower shall not be required to meet the requirements of clause (yiii) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; andor clause (iv) preceding; (g) Debt consisting arising from a depository bank's honoring of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case a check, draft or similar instrument drawn against an account of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is or its Subsidiaries which does not contain sufficient funds to cover such check, draft or similar instrument, provided that such Debt does not exceed $50,000 in pro forma compliance with Section 6.16(b) after giving effect to aggregate amount at any such issuancetime outstanding; (iih) the Availability shall not be less than 25% Debt consisting of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability contingent liabilities of the Borrower or any of its Subsidiaries in respect of loans and advances to guarantee the Secured Obligations officers, directors or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability employees of the Borrower or any of and its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection made in the ordinary course of business; business and relating to travel, entertainment and relocation expenses and for other purposes in furtherance of the business of the Borrower and its Subsidiaries, so long as the aggregate amount of Debt permitted by this clause (j) Debt owing to insurance providers and arising in connection h), together with the financing principal amount of insurance premium payments; (k) Debt described all Investments outstanding under Section 9.5(j), shall not exceed $ in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) aggregate amount at any time that * outstanding; and (i) obligations of the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted Borrower under the preceding provisions Series A Preferred Stock Agreements which are expressly permitted to be incurred and paid in accordance with clause (d), clause (e), clause (f), clause (g) or clause (h) of Section 9.4. Furthermore, the issuance of shares of Series A Preferred Stock shall not be prohibited by this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any time9.1.

Debt. No Loan Party shallThe Borrower shall not, nor shall it permit any of its Subsidiaries Restricted Subsidiary to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) Debt of the ObligationsCredit Parties under the Credit Documents; (b) intercompany Debt incurred in the ordinary course of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent and owed (i) by any Guarantor (other than Global Holdings and its Subsidiaries) to the Borrower; (ii) by the Borrower to any Guarantor; (iii) by any Guarantor (other than Global Holdings and its Subsidiaries) to another Guarantor; and (iv) by Global Holdings or any of its Subsidiaries to the Borrower or any of its other Restricted Subsidiaries to the extent such Debt is also an Investment permitted under Section 6.36.3(c), (k) or (l); (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and debt, Capital Leases of any Subsidiary or Synthetic Lease Obligations in an aggregate principal amount not to exceed $5,000,000 15,000,000.00 at any time; provided no Loan Party may enter into additional indebtedness ; (d) Debt secured by Liens of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtednessSection 6.2(d); (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) subject to Liens permitted under Sections 6.2 (b), (g) and (h); (f) Debt arising under any Hedging Arrangement between a Credit Party and a Swap Counterparty permitted under Section 6.15; (g) unfunded Plan obligations or liabilities to the extent they are permitted to remain unfunded under applicable law; (h) Guarantees (i) of any Credit Party in respect of Debt of any Credit Party (other than Global Holdings and its Subsidiaries) otherwise permitted hereunder and (ii) of the Borrower or any Restricted Subsidiary in respect of Debt of Global Holdings or any of its Subsidiaries otherwise permitted hereby to the extent such Guarantees constitute Investments permitted under Section 6.3(c) or (k); (i) Debt of the Borrower and its Restricted Subsidiaries assumed in connection with Acquisitions permitted under Section 6.4 in an aggregate principal amount not to exceed $15,000,000; provided that such Debt is not incurred in contemplation of such Acquisition; (j) Debt of the Borrower and its Restricted Subsidiaries owed to the seller of any Property acquired in an Acquisition permitted under Section 6.4 on an unsecured subordinated basis, which subordination shall be on terms reasonably satisfactory to the Administrative Agent; (k) Debt incurred by the Borrower or its Restricted Subsidiaries in an Acquisition permitted under Section 6.4 consisting of agreements providing for indemnification, the adjustment of the purchase price or similar adjustments; (l) Debt arising under performance, stay, appeal and surety bonds or with respect to workers’ compensation or other like employee benefit claims, in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested obligations in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting respect of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case letters of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuancecredit related thereto; (iim) Debt existing on the Availability shall Effective Date and set forth in Schedule 6.1 and any modifications, refinancings, extensions, renewals or replacements (but not be less than 25% the increase in the aggregate principal amount) thereof; (n) other Debt in an aggregate principal amount not to exceed $15,000,000.00 at any time outstanding; (o) unsecured or subordinated secured Debt of the then existing Borrowing Base, after giving effect to Borrower (other than Debt evidenced by the incurrence 2010 Notes) and unsecured or subordinated secured guarantees of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization one or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured ObligationsGuarantors; provided, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: that (i) the aggregate principal amount of Second Lien such Debt shall does not exceed $430,000,000; 250,000,000.00, (ii) no Second Lien principal of such Debt is permitted scheduled to be outstanding if any Permitted Notes have been issued or are outstanding; mature earlier than the Maturity Date and (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 other terms and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence conditions of such Debt are reasonably acceptable to the Administrative Agent and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured ObligationsMajority Lenders; and (xip) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under evidenced by the preceding provisions of this Section 6.1; provided that, 2010 Notes and the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any time.2010

Debt. No Loan Party shall, nor shall it permit any of its Subsidiaries towill incur, create, assumeassume or suffer to exist any Debt, incur, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the Obligations;Loans or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans or other Indebtedness arising under the Loan Documents. (b) intercompany Debt of the Loan Parties set forth on Schedule 9.02(b) as of the Effective Date and any Permitted Refinancing Debt in respect of the foregoing. (c) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Leases and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that (i) in the case of any acquisition, construction or improvement of any fixed or capital asset, such Debt (other than Capital Leases) is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) other than with respect to Debt set forth on Schedule 9.02(c) outstanding on the Effective Date, the aggregate principal amount of Debt permitted by this clause (c) shall not exceed $75,000,000 at any time outstanding. (d) Debt associated with surety bonds or other surety obligations to secure performance of obligations owing in the ordinary course of business owed its business. (e) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by any Loan Party to any other Loan PartySection 9.05(g); provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties not held, assigned, transferred, negotiated or bonds provided pledged to any Governmental Authority Person other than the Borrower or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation one of its Oil and Gas PropertiesWholly-Owned Subsidiaries, including with respect to pluggingand, facility removal and abandonment of its Oil and Gas Propertiesprovided further, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of that any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate owed by either the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt Restricted Subsidiary shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards be subordinated to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance Indebtedness on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those terms set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi);Guaranty Agreement. (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (if) endorsements of negotiable instruments for collection in the ordinary course of business;. (jg) non-recourse Debt secured by Property, other than Oil and Gas Properties evaluated by the Lenders for purposes of establishing the Borrowing Base, not to exceed $40,000,000 in the aggregate at any one time outstanding. (h) Debt owing set forth on Schedule 9.02(h) outstanding on the Effective Date and other Debt not to insurance providers and arising exceed $25,000,000 in connection with the financing of insurance premium payments;aggregate at any one time outstanding. (ki) other unsecured senior Debt described or subordinated Debt of the Borrower maturing (giving effect to mandatory prepayments) no earlier than at least six months after the Maturity Date under this Agreement; provided that (a) immediately after giving effect to the incurrence or issuance of unsecured senior Debt or subordinated Debt, the Borrower shall be in clause pro forma compliance with Section 9.01 (kwith EBITDAX equal to EBITDAX for the most recent Rolling Period for which financial statements have been, or are required to have been, delivered pursuant to Section 8.01(a) or Section 8.01(b)) and (b) immediately upon the issuance of any such unsecured senior Debt or subordinated Debt, other than Permitted Refinancing Debt, the Borrowing Base shall be reduced by an amount equal to twenty-five percent (25%) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timesuch Debt.

Debt. No Loan Party shallThe Borrower will not, nor shall it and will not permit any of its Subsidiaries Restricted Subsidiary to, incur, create, assumeassume or suffer to exist any Debt, incur, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the ObligationsLoans and 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 Restricted Subsidiaries existing on the Signing Date that is reflected on Schedule 9.02; (c) Debt under Capital Leases not to exceed (i) prior to the Discharge of Second Lien Obligations, $2,500,000 and (ii) following the Discharge of Second Lien Obligations, the greater of (A) $5,000,000 and (B) 2.0% of Consolidated Total Assets (measured as of the date of incurrence of such Debt based upon the financial statements most recently available prior to such date), in each case, in the aggregate at any one time outstanding; (d) Debt associated with bonds or surety obligations required by Governmental Requirements incurred in connection with the operation of the Oil and Gas Properties and not in connection with money borrowed, or Debt associated with guarantees or surety obligations delivered by the Borrower to any provider of such bonds; (e) intercompany Debt incurred in between the ordinary course of business owed Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by any Loan Party to any other Loan PartySection 9.05(d); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries that is a Restricted Subsidiary, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with on the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt terms set forth in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, Guarantee and (iii) such Debt shall not include any deferred premium payments associated with Hedge ArrangementsCollateral Agreement; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (g) Debt constituting a guarantee by any Credit Party of any Debt incurred by another Credit Party so long as the incurrence of such Debt by such other Credit Party is otherwise permitted by this Section 9.02; (h) other Debt not otherwise permitted pursuant to this Section 9.02 not to exceed (i) prior to the Discharge of Second Lien Obligations, $10,000,000 and (ii) following the Discharge of Second Lien Obligations, the greater of (i) $10,000,000 and (ii) 5% of Consolidated Total Assets (measured as of the date of incurrence of such Debt based upon the financial statements most recently available prior to such date), in each case, in the aggregate at any one time outstanding; (i) unsecured senior notes, unsecured subordinated notes or unsecured senior subordinated notes (“Senior Notes”) of the Borrower, and any guarantees thereof, so long as (x) after giving effect to the issuance or incurrence of such Debt, the application of the proceeds thereof, and any automatic reduction of the Borrowing Base pursuant to Section 2.07(f) on account thereof, (A) the Consolidated Net Leverage Ratio (as such ratio is recomputed using Total Net Debt as of such date and EBITDAX (or Annualized EBITDAX, as applicable) on a Pro Forma Basis) does not exceed 3.50 to 1.00, (B) no Default or Event of Default shall exist and (C) Unused Availability shall be equal to or greater than 10% of the Loan Limit; and (y) on the same day as the issuance or incurrence of such Senior Notes, the Borrowing Base shall be adjusted to the extent required by Section 2.07(f) and prepayment is made to the extent required by Section 3.04(c)(iii) and no Borrowing Base Deficiency would then exist after giving effect to such adjustment and prepayment; and (ii) Permitted Refinancing Debt in respect of any Senior Notes issued or incurred in reliance on this Section 9.02(i); provided that in the case of the Debt described in each of the foregoing clauses (i) and (ii): (A) such Debt (1) does not have any scheduled principal amortization, a scheduled maturity date or a date of mandatory Redemption in full, in each case, sooner than the date which is 180 days after the Maturity Date and (2) such Debt does not have any mandatory Redemption, tender or sinking fund provisions (other than (a) a customary change of control tender offer provision and (b) a customary asset sale tender offer provision to the extent any amounts required to be Redeemed are permitted to be applied first to prepayment or repayment of the Obligations), (B) such Debt and any guarantees thereof are on terms, taken as a whole, at least as favorable to the Borrower and its Restricted Subsidiaries as market terms for issuers of similar size and credit quality given the then prevailing market conditions as reasonably determined by the Borrower, (C) such Debt (or the documents governing such Debt) shall not contain (1) any financial maintenance covenants or (2) any covenants or events of default, taken as a whole, that are more restrictive or onerous with respect to the Borrower or any of its Restricted Subsidiaries than the covenants and events of default herein, (D) none of the Parent, the General Partner, or any Subsidiary shall be required to guarantee such Debt unless the Parent, the General Partner, or such Subsidiary has guaranteed the Obligations pursuant to the Guarantee and Collateral Agreement; (E) the Borrower shall have complied with Section 8.01(o); (F) the Borrowing Base then in effect shall be adjusted to the extent required by Section 2.07(f) and the Borrower shall make any prepayment required by Section 3.04(c)(iii) and (G) the proceeds of the initial issuance or incurrence of Senior Notes pursuant to this Section 9.02(i) shall be used to cause the Discharge of Second Lien Obligations; (j) Second Lien Notes issued by the Borrower pursuant to the Second Lien Note Documents (and any guarantees thereof) and outstanding on the Effective Date in an aggregate principal amount not to exceed (i) $75,000,000 minus (ii) the aggregate amount of all prepayments and repayments of principal of Second Lien Notes made since the Effective Date; provided that such Debt owing to insurance providers and arising does not have a scheduled maturity date or a date of mandatory Redemption in connection with full, in each case, sooner than the financing of insurance premium paymentsdate which is 180 days after the Maturity Date; (k) Debt described associated with worker’s compensation claims, bonds or surety obligations required by Governmental Requirements or by third parties in clause (k) the ordinary course of business in connection with the definition thereof to operation of, or provision for the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debtabandonment and remediation of, the Oil and Gas Properties; (l) Debt of any Credit Party consisting of obligations to pay insurance premiums; and (xm) Debt in an aggregate not to exceed $1,000,000 at any time that outstanding representing deferred compensation (whether such deferred compensation is to be cash or stock-based compensation) of employees or directors of the Second Lien Loan Documents are Borrower or its Affiliates incurred in effect, unsecured Debt not otherwise permitted under the preceding provisions ordinary course of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timebusiness.

Debt. No Loan Party shall, nor shall it permit any of its Subsidiaries toIncur, create, assumeor assume any Debt, incur, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the ObligationsDebt existing under this Note Agreement and any other Note Documents; (b) intercompany Debt incurred existing as of the Effective Date to the extent set forth on Schedule 8.1, and any refinancings, modifications, renewals, and extensions of any such Debt, including Permitted Refinancings; provided that, (1) as a result of such refinancing, modification, renewal or extension, (i) the principal amount of such Debt shall not be increased from the principal amount outstanding at the time of such refinancing, modification, renewal, or extension, (ii) the scheduled maturity of such Debt shall not be shortened from the scheduled maturity at the time of such refinancing, modification, renewal, or extension to a date that is less than one hundred eighty-one (181) days after the latest Stated Maturity Date, and (iii) any such refinancing, modification, renewing, or extending Debt, and of any agreement entered into and of any instrument issued in the ordinary course of business owed connection therewith, shall not be secured by any Loan Party to any other Loan Party; provided that such Debt is subordinated to Lien on the Obligations Collateral, and is also permitted (2) the Company complies with its obligations under Section 6.32.3(b); (c) Purchase money Debt or finance lease obligations incurred to finance the acquisition or improvement of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority equipment or other Person fixed or capital assets and assuring payment other financings for which the sole use of contingent liabilities proceeds is to finance the acquisition of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect equipment to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligationsbe added to inventory; (d) purchase money indebtedness and Capital Leases of unsecured intercompany Debt (i) owed by the Company or any Guarantor to any Subsidiary or the Company (provided that such Debt owing to a Person that is not the Company or a Guarantor shall be subordinated to the Secured Obligations in a manner reasonably satisfactory to the Noteholder, unless such Debt is pledged by an Excluded Finance Subsidiary as collateral to secure obligations under an Excluded Subsidiary Financing) and (ii) owed by any Subsidiary that is not a Guarantor to the Company or any other Subsidiary that is not a Guarantor; and (e) any Debt: (i) in an aggregate principal amount, when taken together with the Net Proceeds from all Payment Events occurring after the date hereof and through to any date of determination received by the Covered Entities, not to exceed the Deductible as calculated in accordance with Section 2.3(b); and (ii) in an amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause 20,000,000 (dor such other amount to which Noteholder has given its consent (not to be unreasonably, withheld, conditioned or delayed) if a Default with respect to which payment is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”Section 2.3(b); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30provided, 2015) or the Leverage Ratio (in the case of any issuance following June 30however, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of that no such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt permitted pursuant to this Section 6.1(g8.1(e) shall be applied to repay result in any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timeCollateral.

Debt. No Loan Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to, to create, assume, incur, assume or in any manner become liable, directly, indirectly, or contingently in respect ofsuffer to exist, any Debt Debt, except: (other than Debt exclusively among the following Loan Parties and their respective Subsidiaries), unless (collectively, the “Permitted Debt”): (ai) the Obligations; (b) intercompany Debt incurred in the ordinary course no Event of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to the Obligations Default has occurred and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person continuing immediately before and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit immediately after the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, and (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis immediately after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is will be in compliance, on a pro forma compliance basis, with the provisions of Section 6.16(b5.04; provided, however, that notwithstanding the foregoing, (A) after giving effect to in no event shall any such issuanceowner of an Unencumbered Asset be a borrower or guarantor of, or otherwise obligated in respect of, any Recourse Debt unless it is a Guarantor hereunder and (B) in no event shall any Loan Party or any Restricted Subsidiary be a borrower or guarantor of, or otherwise obligated in respect of, any Debt (disregarding for this purpose clause (ii) of the second proviso in the definition thereof) of any Unrestricted Subsidiary except for Customary Carveout Agreements. (i) Debt under the Loan Documents; (ii) in the Availability shall not be less than 25% case of the then existing Borrowing Baseany Loan Party or any Subsidiary of a Loan Party, after giving effect Debt owed to the incurrence any other Loan Party or any wholly‑owned Subsidiary of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) Loan Party, provided that, in each case, such Debt shall not have any amortization or other requirement be documented in writing and shall be by its terms subordinated to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type the Obligations of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in Loan Parties under the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv), (B) (1) Capitalized Leases and (2) in the case of any Second Lien Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements entered into by the Borrower and designed to hedge against fluctuations in interest rates or foreign exchange rates incurred on as required by this Agreement or prior to June 30, 2015) or the Leverage Ratio (incurred in the case ordinary course of business and consistent with prudent business practices, and (D) Non‑Recourse Debt (including, without limitation, the JV Pro Rata Share of Non‑Recourse Debt of any Second Lien Debt incurred following June 30Joint Venture) in respect of Assets other than Unencumbered Assets owned by a Necessary Loan Party, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall which would not be more than 3.50 to 1.00 and the Borrower is result in pro forma compliance with a Default under Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e)5.04; (v) such Debtin the case of the Parent Guarantor and the Borrower, if secured, is secured only by a Lien permitted by Section 6.2(l)Debt under Customary Carve‑Out Agreements; (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (jvii) secured Recourse Debt, provided that (A) such Debt owing is not recourse to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one any Necessary Loan Party in respect of permitted obligations of another that owns any Unencumbered Asset or any direct or indirect Equity Interest therein, (B) such Debt is not secured by any Lien on any Unencumbered Asset owned by a Necessary Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (yC) at any time that the Second Lien Loan Documents are incurrence of such Debt would not result in effect, Debt not otherwise permitted a Default under the preceding provisions of this Section 6.15.04; provided thatand (viii) unsecured Recourse Debt, the aggregate outstanding principal amount thereof shall incurrence of which would not exceed $5,000,000 at any timeresult in a Default under Section 5.04.

Debt. No Loan Party shallNot, nor shall it and not permit any Subsidiary of its Subsidiaries the Parent to, create, assume, incur, assume or in suffer to exist any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) intercompany Debt 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 $2,500,000 (computed for any such Debt incurred in Euros based on the ordinary course of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3Euro Currency Equivalent amount in Dollars); (c) Debt of any Subsidiary consisting of sureties or bonds provided the Parent owed to any Governmental Authority Domestic Subsidiary or other Person Debt of any Domestic Subsidiary owed to the Parent or to another Domestic Subsidiary; provided that such Debt shall be subordinated to the Obligations to the extent set forth in the Guaranty and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligationsCollateral Agreement; (d) purchase money indebtedness and Capital Leases (i) the intercompany loans described in clause (ii) of the first sentence of Section 10.6; (ii) (aa) Debt of any Foreign Subsidiary in an aggregate principal amount not that is a Material Subsidiary owed to exceed $5,000,000 at the Parent or any time; provided no Loan Party may enter into additional indebtedness Material Subsidiary and (bb) any Debt of the type Parent or any Domestic Subsidiary owed to any Foreign Subsidiary that is a Material Subsidiary, provided, that (1) no Debt described in subclause (aa) of this clause (dii) shall be created at a time when an Event of Default exists or if a an Event of Default is continuing or entering into would result therefrom, and (2) in the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence case of Debt described in the form subclause (bb) of purchase money indebtedness, this clause (dii), such Debt shall be subordinated to the extent set forth in the Guaranty and Collateral Agreement; (iii) (aa) Debt of any Foreign Subsidiary that is not a Material Subsidiary owed to the Parent or any Material Subsidiary and any (bb) Debt of the Parent or any Domestic Subsidiary owed to any Foreign Subsidiary that is not a Material Subsidiary provided that (1) no such Debt described in subclause (aa) of this clause (iii) shall be deemed created at a time when an Event of Default exists or if an Event of Default would result therefrom, (2) the sum of the aggregate outstanding principal of all Debt under this clause (iii) plus all capital contributions under clause (iii) of Section 11.11(a) shall not exceed (at any one time existing) $5 million (in the aggregate) and (3) the sum of the aggregate principal of all Debt under this clause (iii) created in any Fiscal Year plus all capital contributions made in such Fiscal Year under clause (iii) of Section 11.11(a) shall not exceed $2 million (in the aggregate) and (4) to exclude purchase money indebtednessthe extent such Debt is owed to the Parent or any Domestic Subsidiary, such Debt shall be subordinated to the extent set forth in the Guaranty and Collateral Agreement; (for the avoidance of doubt, any intercompany Debt covered by Section 11.1(f) below shall not be part of the Debt covered by the preceding clauses (ii) and (iii) of this Section 11.1(d) and (iv) Debt of a Subsidiary that is not a Material Subsidiary to another Subsidiary that is also not a Material Subsidiary; (e) Hedging Arrangements to the extent Obligations incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangementsfor speculation; (f) Debt in (existing as of the form Closing Date) described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased and the terms of any such refinancing or modification to such Debt shall not be materially adverse to the interests of the Parent or its Subsidiaries or the Lenders and shall not violate or conflict with the terms and provisions of the Loan Documents and provided, further, that any such Debt among the Parent and any of its Subsidiaries or among the Parent Subsidiaries shall not be extended, renewed or refinanced with a third party Lender (i.e., it will remain “intercompany” Debt); (g) the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the Bridge Loan); (h) Contingent Liabilities (i) accounts payable to trade creditors for goods or services arising under the indemnification obligations of the Parent under the Related Agreements, (ii) payment arising with respect to customary indemnification obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in favor of (aa) sellers in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, Acquisitions permitted under Section 11.5 and (iiibb) current operating liabilities purchasers in connection with dispositions permitted under Section 11.5; (i) reimbursement obligations with respect to letters of credit (other than for borrowed moneythe Letters of Credit) which in each case is (x) incurred and bank guaranties issued in the ordinary course of business, as presently conducted and Debt for borrowed money, provided, that (a) such reimbursement obligations and Debt for borrowed money are unsecured, and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (ib) the Net Leverage Ratio (in the case aggregate sum of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount sum of Second Lien the outstanding amounts of such letters of credit and bank guaranties and of any letters of credit and bank guaranties consisting of Debt shall not exceed $430,000,000; permitted under Section 11.1(f), (ii) no Second Lien the aggregate sum of any outstanding reimbursement obligations with respect any amounts drawn on such letters of credit and bank guaranties and drawn on any letters of credit and bank guaranties consisting of Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; under Section 11.1(f) and (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal aggregate amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt for borrowed money shall not have exceed, at any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the one time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business;outstanding Euros 5,000,000. (j) unsecured Debt owing to insurance providers and arising in connection with of the financing Japanese Subsidiaries not exceeding the Dollar Equivalent (at any one time outstanding) of insurance premium payments;520,000,000 Yen and (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise under guaranties by the Parent permitted under the preceding provisions of this Section 6.1; provided thatSections 11.1(b), the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time11.1(e), 11.1(h) and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any time11.1(i).

Debt. No Loan Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”): (a) (i) the Obligations, and (ii) the Banking Services Obligations subject, in the case of overdraft lines of credit for the benefit of Foreign Restricted Entities, to the limits in Section 6.1(j) below; (b) Debt existing on the date hereof and set forth in Schedule 6.1 and extensions, refinancings, refundings, replacements and renewals of any such Debt subject to the last sentence of this Section 6.1; (c) intercompany Debt incurred by (i) the Borrower and owing to any Domestic Restricted Subsidiary or (ii) any Domestic Restricted Subsidiary and owing to (x) the Borrower or (y) any Domestic Restricted Subsidiary; provided that, if such Domestic Restricted Subsidiary to whom such Debt under either subclause (i) or (ii) is owed is not a Guarantor, then such Debt shall be subordinated to the Obligations pursuant to terms substantially the same as the subordination terms applicable to the Guarantors pursuant to the Guaranty; (d) (i) intercompany Debt incurred by any Foreign Restricted Subsidiary and owing to the Borrower or to any Wholly-Owned Domestic Restricted Subsidiary; provided that, (A) such Debt is evidenced by a note, (B) the Administrative Agent shall have an Acceptable Security Interest in such note and the receivable evidenced thereby, and (C) the aggregate outstanding principal amount of such Debt incurred by Foreign Restricted Subsidiaries which are not First Tier Foreign Restricted Subsidiaries, together with the aggregate amount of Investments in the form of Equity Interests made by the Restricted Entities in or to Foreign Restricted Subsidiaries permitted under Section 6.3(n), shall not exceed $450,000,000 at any time; and (ii) intercompany Debt incurred by any Foreign Restricted Subsidiary and owing to any other Foreign Restricted Subsidiary; (e) intercompany Debt incurred by any Credit Party for general corporate purposes and owing to any Foreign Restricted Subsidiary; provided that, (i) such Debt shall be subordinated to the Obligations pursuant to terms substantially the same as the subordination terms applicable to the obligations owing to a Guarantor pursuant to the Guaranty and (ii) the aggregate outstanding principal amount of such Debt permitted under this clause (e) shall not exceed $50,000,000 at any time; (f) purchase money Debt or Capital Lease obligations in an aggregate outstanding principal amount not to exceed $10,000,000 at any time; (g) Hedging Arrangements permitted under Section 6.16; (i) Debt arising from the endorsement of instruments for collection in the ordinary course of business and (ii) Debt incurred in the ordinary course of business owed by any Loan Party to any under performance, surety and appeal bonds, government contracts, bids, statutory obligations, regulatory obligations and other Loan Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3obligations of a like nature; (ci) a guaranty of Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in so long as such underlying Debt is otherwise permitted under this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a DefaultSection 6.1; provided that, at for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (j) Debt incurred under overdraft lines of credit made available for the purpose of supporting the operations of any time that the Second Lien Loan Documents would prohibit the incurrence of Debt Foreign Restricted Entity in the form United Kingdom, Canada, Singapore, Dubai or any other jurisdiction that is not a Sanctioned Entity; provided that, the aggregate outstanding principal amount of purchase money indebtedness, such Debt permitted under this clause (dj) shall be deemed to exclude purchase money indebtednessnot exceed $30,000,000 at any time; (ek) Hedging Arrangements unsecured Debt of the Borrower evidenced by bonds, debentures, notes or other similar instruments (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the extent not prohibited under last sentence of this Section 6.156.1); provided that that, (i) the scheduled maturity date of such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under earlier than one year after the Loan DocumentsRevolving Maturity Date, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments 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 and that are triggered upon change in control and sale Debt, (iii) the aggregate outstanding principal amount of all or substantially all assets; Debt permitted under this clause (vik) shall not exceed $150,000,000 at any time, (iv) before and after giving effect thereto, the Total Net Leverage Ratio, determined on a Pro Forma Basis, shall be less than 4.50 to 1.00, and (v) the agreement or indenture agreements and instruments governing any such Debt shall have not contain (A) (x) any financial maintenance covenants and restrictions that are no more restrictive than those in this Agreement, or (y) any other affirmative or negative covenants that are, taken as a whole, materially more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Datethis 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 (viA); , (viiB) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Restricted Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Credit Documents, (C) any restrictions on the ability of any Subsidiary of the Borrower to guarantee the Secured Obligations (as such Secured Obligations may be amended, supplemented, modified, or amended and restated), provided that a requirement that any such Subsidiary also guarantee such Debt shall not be deemed to be a violation of this clause (C), (D) any restrictions on the ability of any Restricted Subsidiary or the Borrower to pledge assets as collateral security for the Secured Obligations (as such Secured Obligations may be amended, supplemented, modified, or amended and restated), or (E) any restrictions on the ability of any Restricted Subsidiary or the Borrower to incur Debt under this Agreement or any other Credit Document other than a restriction as to the outstanding principal amount of such Debt in excess of the aggregate Revolving Commitments in effect on the date of the initial issuance of such Debt (after giving effect to the application of the proceeds from such issuance); (ixl) upon the issuance unsecured Debt in respect of any such Debtredeemable preferred Equity Interests, provided that, the Borrowing Base terms thereof shall be automatically reduced not require any purchase, redemption, retirement, defeasance or other payment in accordance with and respect thereof at any time prior to one year after the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminatedRevolving Maturity Date; (hm) Second Lien DebtDebt of any Restricted Entity that is not recourse to any other Restricted Entity and that is assumed by such Restricted Entity in connection with any Permitted Acquisition (or, if such Restricted Subsidiary is acquired as part of such Permitted Acquisition, Debt of such Restricted Subsidiary existing prior thereto that is not recourse to any other Restricted Entity other than another Restricted Entity that is acquired as part of the same Permitted Acquisition) and the refinancing and renewal thereof; provided that: provided, however, that (i) such Debt exists at the time of such Permitted Acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such Permitted Acquisition, (ii) such Debt is not recourse to any Restricted Entity or any Property thereof prior to the date of such Permitted Acquisition, and (iii) the aggregate principal amount of Second Lien Debt at any time outstanding pursuant to this clause (m) shall not exceed $430,000,00010,000,000; (iin) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) arising from the Net Leverage Ratio (in the case financing of insurance premium of any Second Lien Debt incurred on or prior to June 30Restricted Entity, 2015) or the Leverage Ratio so long as (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (viii) such Debt shall not have be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) any amortization or other requirement to purchaseunpaid amount of such Debt is fully cancelled upon termination of the underlying insurance policy, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type (iii) the aggregate principal amount of Debt and that are triggered upon change in control and sale of all or substantially all assetsat any time outstanding pursuant to this clause (n) shall not exceed $10,000,000; (viiio) secured Debt in connection with letters of credit issued by any financial institution that is a Lender hereunder at the agreement or indenture governing time of such issuance pursuant to a bilateral line of credit available for the account of any Credit Party, provided that the sum of (i) outstanding amounts drawn plus (ii) available amounts to be drawn under all such Debt letters of credit issued under all such bilateral lines of credit shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Datenot exceed $10,000,000 at any time; (ixp) no Default or Event unsecured Debt in respect of Default is occurring at the time of, or would occur as a result of, any such issuance; (xInvestments permitted by Section 6.3(e) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligationsand Section 6.3(o); and (xiq) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided thatthat (i) before and after giving effect to the creation, assumption or other incurrence thereof, the Total Net Leverage Ratio, determined on a Pro Forma Basis, shall be less than 4.50 to 1.00, and (ii) the aggregate outstanding principal amount thereof of Debt permitted under this clause (q) shall not exceed $2,000,000 50,000,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in clauses (b) and (yk) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that6.1 shall also be subject to the condition that any such Debt incurred for the purpose of effecting such extension, refinancing, refunding, replacement or renewal shall be in an aggregate principal amount not greater than the aggregate principal amount of the Debt being extended, refinanced, refunded, replaced or renewed, plus the amount necessary to pay all accrued (including, for the purposes of defeasance, future accrued) and unpaid interest thereon, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at of any timepremiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being extended, refinanced, refunded, replaced or renewed.

Debt. No Loan Party shallNone of the Parent, nor shall it permit the Borrower or any of its their Subsidiaries towill incur, create, assumeassume or suffer to exist any Debt, incur, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the Obligations;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) intercompany Debt accounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business owed 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 GAAP. (c) intercompany Debt among the Parent, the Borrower and any Loan Party of the Borrower's Subsidiaries or between Subsidiaries to any other Loan Partythe 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 Parent or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by the Borrower to either the Parent or a Guarantor shall be subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate Indebtedness owed by the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance Guarantor on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those terms set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi);Guarantee Agreement. (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (id) endorsements of negotiable instruments for collection in the ordinary course of business;. (je) Debt owing to insurance providers Subordinated Debt, the principal amount of which does not exceed $250,000,000 and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Partyany guarantees thereof; provided that such guaranty would otherwise be Permitted Debt; (li) the Borrower shall have complied with Section 8.01(p), (xii) at the time of incurring such Subordinated Debt (1) no Default has occurred and is then continuing and (2) no Default would result from the incurrence of such Subordinated Debt after giving effect to the incurrence of such Subordinated Debt (and any time that concurrent repayment of Debt with the Second Lien Loan Documents are proceeds of such incurrence), (iii) the incurrence of such Subordinated Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding the Borrowing Base then in effect, unsecured (iv) such Subordinated Debt does not have any scheduled amortization prior to the date which is one year after the Maturity Date, (v) such Subordinated Debt does not mature sooner than the date which is one year after the Maturity Date, (vi) such Subordinated Debt and any guarantees thereof are subordinated on terms satisfactory to the Administrative Agent and the Required Lenders and (vii) prior to the incurrence of such Debt, the Borrowing Base is adjusted pursuant to Section 2.07(e). (f) other Debt, including Capital Leases and purchase money Debt not otherwise permitted under to exceed $1,000,000 in the preceding provisions aggregate, not to exceed the lesser of this Section 6.1; provided that, $5,000,000 or 5% of the then effective Borrowing Base in the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any one time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timeoutstanding.

Debt. No Loan Party shallThe Borrower shall not, nor shall it permit any of its Subsidiaries Subsidiary to, issue, incur, assume, create, assume, incurhave outstanding any Debt, or in any manner become liableincur liabilities for interest rate, directly, indirectlycurrency, or contingently in respect ofcommodity cap, collar, swap, or similar hedging arrangements, or apply for or become liable to the issuer of a letter of credit which supports an obligation of any Debt other than Person; provided, however, that the following (collectively, the “Permitted Debt”):foregoing shall not restrict nor operate to prevent: (a) the ObligationsObligations of the Borrower owing to the Administrative Agent and the Lenders (and their Affiliates); (b) intercompany Debt incurred obligations of the Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3not for speculative purposes; (c) Debt endorsement of any Subsidiary consisting items for deposit or collection of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection paper received in the ordinary course of business; (jd) intercompany advances from time to time owing by any Subsidiary to the Borrower or another Subsidiary or by the Borrower to a Subsidiary, Guarantees and similar undertakings by the Borrower or a Subsidiary in respect of such obligations of the Borrower or any Subsidiary; (e) Debt owing outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to insurance providers a premium or other amount paid, and arising fees and expenses incurred, in connection with the financing of insurance premium paymentssuch refinancing and by an amount equal to any existing commitments unutilized thereunder; (kf) Debt described of any Person that becomes a Subsidiary of the Borrower after the date hereof or is amalgamated with, merged into or consolidated with the Borrower or any Subsidiary of the Borrower after the date hereof, which is existing at the time such Person becomes a Subsidiary of the Borrower or is so amalgamated, merged or consolidated (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of the Borrower); (g) Guarantees by any Subsidiary of any Debt of any other Subsidiary; (h) unsecured Debt, Guarantees and other obligations incurred by the Borrower or any Foreign Subsidiary under or with respect to the Revolving Credit Agreement (as amended, amended and restated, replaced or refinanced from time to time); (a) Priority Debt and (b) obligations of Subsidiaries in respect of letters of credit, in each case, not otherwise permitted by this Section 8.7; provided that the sum of the aggregate principal amount of such Priority Debt and other obligations incurred pursuant to this clause (i) (when taken together, but in the case of such obligations in clause (k) b), only including the amount of the definition thereof obligations constituting reimbursement obligations with respect to such letters of credit to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; drawn) plus (lwithout duplication) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall of indebtedness or other obligations secured by a Lien pursuant to Section 8.8(j) do not exceed $2,000,000 10% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the Borrower at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any time.and

Debt. No Loan Party shall, Neither Parent nor shall it permit any of its Subsidiaries toshall incur ---- or maintain any Debt, create, assume, incur, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except for: (a) the Obligations; (b) intercompany Debt incurred in the ordinary course of business owed by any Loan Party to any other Loan Partydescribed on Schedule 6.9; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3;------------ (c) any Debt evidencing a refunding, renewal or extension of the Debt described on Schedule 6.9 (including the replacement ------------ of any Subsidiary consisting Debt represented by the KeyBank Lease on the terms substantially as set forth in the term sheet from Fleet Capital Leasing delivered to the Agent on or before the Initial Funding Date so long as such replacement occurs within 60 days of sureties the termination of the KeyBank Lease), provided -------- that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed or bonds provided extended Debt do not attach to any Governmental Authority assets in addition to those assets, if any, securing the Debt to be refunded, renewed or other extended, (iii) no Person and assuring payment of contingent liabilities of that is a Loan Party Party, but is not an obligor or guarantor of such Debt, as of the Initial Funding Date shall become an obligor or guarantor thereof, and (iv) the material terms of such refunding, renewal or extension are no less favorable to Parent and its Subsidiaries, the Agent or the Lenders, in connection with the operation of its Oil Agent's and Gas PropertiesLenders' reasonable discretion, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligationsthan the original Debt; (d) purchase money indebtedness and Capital Leases Debt of any Subsidiary Borrower incurred after the Initial Funding Date and secured by some or all of a Borrower's Real Estate or Equipment, provided that (i) at the time of incurring such Debt, and taking -------- such Debt into account, no Default or Event of Default exists or would result therefrom, and, for purposes of this clause, Parent shall deliver a certificate, signed by a Responsible Officer of Parent, demonstrating that Parent will continue to be in an aggregate principal amount not compliance with its financial covenants hereunder on a pro forma basis, taking such additional Debt into account, (ii) the Liens securing such Debt attach only to exceed $5,000,000 at any time; provided such Real Estate or Equipment, (iii) no other Loan Party may enter into additional indebtedness shall become an obligor or guarantor of such new Debt; (iv) the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit net cash proceeds from the incurrence of any such Debt in the form of purchase money indebtedness, this clause (d) secured by Equipment or Real Estate shall be deemed at least 80% of the orderly liquidation value of any Equipment secured by such Debt, plus 65% of ---- the fair market value of any Eligible Real Estate secured by such Debt, and such proceeds are delivered to exclude purchase money indebtednessAgent for application to the Revolving Loans and the reduction of the Maximum PP&E Loan Amount in accordance with Sections 3.3 and 3.8; and (v) the aggregate amount of any such Debt existing ------------ --- at any one time does not exceed $20,000,000; (e) Hedging Arrangements Capital Leases of Equipment and purchase money secured Debt incurred to the extent not prohibited under Section 6.15; purchase Equipment or Real Estate provided that -------- (i) Liens securing such Debt shall not be securedattach only to the Equipment or Real Estate acquired by the incurrence of such Debt, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, and (ii) the aggregate outstanding amount of such Debt shall (including Capital Leases) does not obligate the Borrower or exceed $15,000,000 at any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangementstime; (f) Debt in the form consisting of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider Guaranties permitted under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAPSection 7.12; and------------ (g) Debt consisting of senior unsecured notes issuances any Borrower owing to another Borrower, provided that such Debt is evidenced by a promissory note pledged and -------- delivered to the Agent as Collateral; (h) Debt of any Borrower owing to Parent or any Subsidiary of Parent other than another Borrower, provided that such Debt -------- (if owed to a Loan Party) is evidenced by a promissory note pledged and delivered to the “Permitted Notes”); provided that:Agent as Collateral and the obligations of such Borrower owing to such Person are subordinated to the repayment in full of the obligations of such Borrower owing to the Agent and the Lenders; (i) the Net Leverage Ratio (in the case Debt of any issuance on Loan Party (other than Parent or prior a Borrower) owing to June 30, 2015) another Loan Party (other than Parent or the Leverage Ratio (in the case of any issuance following June 30, 2015a Borrower), as applicable, calculated on a pro forma basis after giving effect provided that such obligations of the Loan Party incurring such Debt are -------- subordinated to the incurrence repayment in full of the obligations of such Loan Party owing to Agent and the Lenders; (j) Debt of Parent and other Subsidiaries of Parent that are not Borrowers, owing to one or more Borrowers or other Loan Parties, provided that on the date of the advance of the proceeds of such -------- Debt, such Borrowers or other Loan Parties would be permitted to make a Restricted Investment in Parent or such Subsidiary pursuant to Section 7.10(b)(i) and such Debt is evidenced by a promissory note pledged ------------------ to the Agent as Collateral; (k) unsecured Debt, and Debt secured by Liens permitted under clause (g) of the definition of "Permitted Liens", existing as a ---------- consequence of a Permitted Acquisition; (l) additional unsecured Debt incurred after the Initial Funding Date in an aggregate amount not to exceed $20,000,000, provided that, at the time of incurring such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of taking such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchaseinto -------- account, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, exists or would occur as result therefrom, and, for purposes of this clause, Parent shall deliver a result ofcertificate, any signed by a Responsible Officer of Parent, demonstrating that Parent will continue to be in compliance with its financial covenants hereunder on a pro forma basis, taking such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e)additional Debt into account; and (xm) any issuance Debt of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount Subsidiaries of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and Parent that are triggered upon change in control and sale not Loan Parties owing to other Subsidiaries of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions Parent that are no more restrictive than those set forth in the Second Lien not Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timeParties.

Debt. No Loan Party shall(i) The Borrower will not, nor shall it and will not permit any of its Restricted Subsidiaries to, create, assume, incur, assume or directly or indirectly guarantee or in any other manner become liabledirectly or indirectly liable for (“incur”) any Indebtedness (including Acquired Debt) or issue any Disqualified Stock if, directlyat the time of and immediately after giving pro forma effect to such incurrence of Indebtedness or issuance of Disqualified Stock, indirectly, or contingently in respect of, the Debt to Operating Cash Flow Ratio of the Borrower and its Restricted Subsidiaries is more than 7.0:1. (ii) Section 5.02(b)(i) will not apply to the incurrence of any Debt other than of the following (collectively, the “Permitted DebtIndebtedness”): (A) Indebtedness under this Agreement; (B) Indebtedness of any Restricted Subsidiary consisting of a guarantee of Indebtedness under this Agreement; (C) Indebtedness owed by any Wholly Owned Restricted Subsidiary to the Borrower or to another Wholly Owned Restricted Subsidiary, or owed by the Borrower to any Wholly Owned Restricted Subsidiary; provided that any such Indebtedness shall be at all times held by a Person which is either the Borrower or a Wholly Owned Restricted Subsidiary of the Borrower; and provided, further, that upon either (a) the Obligations; transfer or other disposition of any such Indebtedness to a Person other than the Borrower or another Wholly Owned Restricted Subsidiary or (b) intercompany Debt incurred in the ordinary course sale, lease, transfer or other disposition of business owed shares of Capital Stock (including by any Loan Party to any other Loan Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (cconsolidation or merger) Debt of any such Wholly Owned Restricted Subsidiary consisting of sureties to a Person other than the Borrower or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Propertiesanother Wholly Owned Restricted Subsidiary, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) such Indebtedness shall be deemed to exclude purchase money indebtednessbe an incurrence that is not permitted by this clause (C); (eD) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty guarantees by any Restricted Subsidiary that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or a Subsidiary Guarantor of any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge ArrangementsIndebtedness otherwise permitted by this Agreement; (fE) Debt in Indebtedness arising with respect to Interest Rate Agreement Obligations incurred for the form purpose of (i) accounts payable fixing or hedging interest rate risk with respect to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to any floating rate Indebtedness that is permitted by the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors terms of the Loan Parties for goods or services, Agreement to be outstanding; (F) Purchase Money Indebtedness and (iii) current operating liabilities (other than for borrowed money) Capital Lease Obligations which in each case is (x) incurred in the ordinary course of businessdo not exceed, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made determined in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (, $10,000,000 in the case of aggregate at any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuanceone time outstanding; (iiG) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability Indebtedness of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be Restricted Subsidiary outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ixH) no Default any Indebtedness incurred in connection with or Event given in exchange for the renewal, extension, substitution, refunding, defeasance, refinancing or replacement of Default any Indebtedness described in clauses (A), (B) or (G) above or incurred under the Debt to Operating Cash Flow Ratio pursuant to subsection (i) of this Section 5.02(b) (“Refinancing Indebtedness”); provided that (a) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount of the Indebtedness so renewed, extended, substituted, refunded, defeased, refinanced or replaced (plus the premiums paid in connection therewith and the fees and expenses incurred in connection therewith); (b) the Refinancing Indebtedness shall have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being renewed, extended, substituted, refunded, defeased, refinanced or replaced; and (c) with respect to Refinancing Indebtedness of Subordinated Indebtedness, such new Indebtedness is occurring at subordinated to the time ofObligations or the applicable Subsidiary Guarantee, or would occur as a result ofthe case may be, any such issuanceto the same extent as the Indebtedness being refinanced; (xI) the agreement or indenture governing any such debt shall not have any restriction on the ability Indebtedness of the Borrower or any of its Subsidiaries in addition to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt that described in clauses (A) through (H) above, and any renewals, extensions, substitutions, refinancings or replacements of such Indebtedness, so long as the aggregate principal amount of all such Indebtedness incurred pursuant to this clause (kI) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall does not exceed $2,000,000 15,000,000 at any time, and (y) at any one time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timeoutstanding.

Debt. No Create, incur, assume or suffer to exist any Debt ----- other than: (i) in the case of Panolam International: (A) Debt under the Loan Documents; (B) Debt under the US Credit Agreement; (C) Subordinated Debt evidenced by the Subordinated Notes; (D) Permitted Seller Financing in an aggregate principal amount at any time outstanding not to exceed US$5,000,000 or the Equivalent Amount thereof; and (E) intercompany Debt owed to any Loan Party shallso long as such Debt is evidenced by one or more Intercompany Notes that have been pledged to the Administrative Agent pursuant to a Security Agreement; provided that, neither Panolam -------- ---- International nor shall it permit any of its Subsidiaries to, create, assume, incurshall repay any interest on or principal of, or in pay any manner become liable, directly, indirectly, or contingently other amount in respect of, such Debt (except Debt owing to the Borrower or any Debt other than of its Subsidiaries) upon or following the following (collectively, the “Permitted Debt”): (a) the Obligationsoccurrence of any Default that is continuing; (bii) in the case of any of Panolam International's Domestic Subsidiaries and the Borrower and its Subsidiaries: (A) intercompany Debt incurred owed to Panolam International or to a wholly-owned Subsidiary of Panolam International so long as such Debt is evidenced by one or more Intercompany Notes that have been pledged to the Administrative Agent pursuant to a Security Agreement; provided that, no Loan Party shall repay any -------- ---- interest on or principal of, or pay any other amount in respect of, such Debt upon or following the occurrence of any Default that is continuing, other than such repayments by Domestic Subsidiaries of Panolam International on or of their Debt owing to Panolam International or any other Domestic Subsidiary and such repayments by any Loan Party to the Borrower or any of its Subsidiaries on or of Debt owing to the Borrower or any of its Subsidiaries; (B) Debt pursuant to the Loan Documents; and (C) Debt pursuant to the US Credit Agreement Guaranty. (iii) in the case of any Parent (other than Panolam International), Debt pursuant to the Loan Documents and the US Credit Agreement Guaranty; (iv) in the case of Panolam International and the Borrower, Debt in respect of Hedge Agreements in an aggregate notional amount for all such Debt under this clause (v) not to exceed US$30,000,000 or the Equivalent Amount thereof at any time outstanding; (v) in the case of any Loan Party: (A) Debt of Panolam International or any of its Subsidiaries secured by Liens permitted by Section 6.02(a)(iv) or not to exceed in the aggregate the amount set forth in such Section; (B) the Surviving Debt; (C) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business owed by any Loan Party to any business; and (D) so long as no Default or Event of Default has occurred that is continuing as of the date of incurrence or assumption thereof or would result after giving effect thereto, other Loan Party; provided that such Debt is subordinated to not exceeding US$1,000,000 or the Obligations Equivalent Amount thereof in the aggregate (for Panolam International and is also permitted under Section 6.3its Subsidiaries); (cvi) Debt in the case of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations;Excluded Acquisition Sub: (dA) purchase money indebtedness and Capital Leases of any Subsidiary Non-Recourse Debt in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of US$60,000,000 or the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, Equivalent Amount thereof at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAPoutstanding; and (gB) intercompany Debt consisting of senior unsecured notes issuances (owed to Panolam International to the “Permitted Notes”extent constituting Investments permitted under Section 6.02(f)(ix); provided that:and (ivii) the Net Leverage Ratio (in the case of any issuance on or prior to June 30Excluded Foreign Subsidiary, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such intercompany Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise constituting Investments permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any time6.02(f)(xii).

Debt. No Loan Party shallCreate or suffer to exist, nor shall it or permit any of its Restricted Subsidiaries to, create, assume, incur, to create or in any manner become liable, directly, indirectly, or contingently in respect ofsuffer to exist, any Debt other than the following (collectivelyfollowing, the “Permitted Debt”):provided, that, any Debt permitted by any clause below shall be permitted under this Section 5.02(d), notwithstanding that such Debt would not be permitted by any other clause: (ai) Debt of the Obligations; Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary; provided, that, (bA) intercompany Debt incurred in the ordinary course of business owed by any Loan Party owing to any other Subsidiary that is not a Loan Party; provided that such Debt is Party shall be subordinated in right of payment to the Obligations on subordination terms reasonably satisfactory to the Agent and is also must be permitted under Section 6.3; 5.02(i)(ix) and (cB) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of that is not a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect owing to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited permitted under Section 6.15; provided that (i) such Debt shall not be secured5.02(i)(ix), except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, 70 DOCPROPERTY "DocID" \* MERGEFORMAT 8646838.2 (ii) such Debt shall not obligate existing on the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of creditRestatement Date and described on Schedule 5.02(d) hereto (the “Existing Debt”), and any Permitted Refinancing thereof, (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods Company or servicesany Restricted Subsidiary incurred to finance the acquisition by the Company or any Restricted Subsidiary after the Closing Date of real property and improvements thereto (but not inventory or other personal property located therein) and Permitted Refinancings thereof and any Permitted Refinancings of such refinanced Debt; provided, that, (A) before and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, no Default (to the knowledge of any Loan Party) or Event of Default shall have occurred and be continuing, (B) the secured recourse to the Company or any Restricted Subsidiary of such Debt shall be limited to the value of the real property and improvements financed by such Debt, and (C) the aggregate principal amount of Debt incurred and permitted by clauses (iii), (iv) and (xv) of this Section 5.02(d) at any time outstanding shall not be more than 3.50 to 1.00 and exceed (1) prior the Borrower is in pro forma compliance with Section 6.16(bDeleveraging Milestone Date, $20,000,000 and (20 on or after the Borrower Deleveraging Milestone Date, the greater of (1) after giving effect to any such issuance;$45,000,000 or (2) one and ninety-five hundredths percent (1.95%) of Total Assets, (iiiv) the Availability shall not be less than 25% Debt of the then existing Borrowing BaseBorrower or any Restricted Subsidiary relating to purchase money security interests (as defined in the New York Uniform Commercial Code, as amended) and Permitted Refinancings thereof and any Permitted Refinancings of such refinanced Debt; provided, that, (A) before and after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time ofshall have occurred and be continuing, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower such Debt (other than any Permitted Refinancings thereof or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance Permitted Refinancings of any such refinanced Debt, ) is incurred prior to or within two hundred seventy (270) days after such acquisition or the Borrowing Base shall be automatically reduced in accordance with completion of such construction or improvement and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (iC) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or after the Closing Date and permitted by clauses (iii), (iv) and (xv) of this 5.02(d) at any time outstanding shall not exceed: (1) prior to June 30the Borrower Deleveraging Milestone Date, 2015$30,000,000 and (2) on or after the Borrower Deleveraging Milestone Date, the greater of (x) $45,000,000 or (y) one and ninety-five hundredths percent (1.95%) of Total Assets, (v) without duplication of any other Debt permitted hereunder, liabilities for leases of real property characterized as Debt for purposes of GAAP, (vi) Debt of the Company or any of its Restricted Subsidiaries consisting of take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business, (vii) Debt consisting of indemnification, earn-out obligations, adjustment of purchase price or similar obligations, or guarantees or letters of credit, bankers’ acceptances, accommodation guarantees, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in each case in connection with any Permitted Acquisition, any permitted Investment or any Disposition of any business, assets or Equity Interests of any Restricted Subsidiary permitted under Section 5.02(e), (viii) Debt consisting of the financing of insurance premiums in the ordinary course of business, (ix) Debt in respect of Hedging Agreements designed to hedge against the Borrower’s or any Restricted Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes, (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, 71 DOCPROPERTY "DocID" \* MERGEFORMAT 8646838.2 however, that such Debt is extinguished within ten (10) Business Days of the Company or the applicable Restricted Subsidiary becoming aware of such Debt) or other cash management obligations and other Debt in respect of netting services, automatic clearinghouse arrangements, credit card processing, overdraft protections and similar arrangements in the ordinary course of business, (xi) other Debt so long as, immediately after giving effect to the issuance, incurrence or assumption of such Debt, (a) the Total Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis is no greater than 4.50 to 1.00 and (b) the Secured Leverage Ratio on a pro forma basis is no greater than 2.50 to 1.00, and any Permitted Refinancing thereof; provided, that, for the purposes of calculating the Secured Leverage Ratio for this Section 5.02(d)(xi), any Debt incurred pursuant to this Section 5.02(d)(xi) shall be deemed Secured Debt, (xii) Investments permitted under Section 5.02(i)(iv) and (vii) that constitute Debt, (xiii) Debt of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company and any Permitted Refinancing thereof; provided, that, such Debt was not created in contemplation of such merger, consolidation or acquisition, (xiv) Obligations arising under the Loan Documents, (xv) Debt of the Company or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and Permitted Refinancings thereof and any Permitted Refinancings of such refinanced Debt; provided, that, (A) before and after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; no Default (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence knowledge of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (vany Loan Party) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time ofshall have occurred and be continuing, (B) such Debt (other than any Permitted Refinancings thereof or would occur as a result of, Permitted Refinancings of any such issuance; refinanced Debt) is incurred prior to or within two hundred seventy (270) days after such acquisition or the completion of such construction or improvement and (C) the aggregate principal amount of Debt incurred and permitted under clauses (iii), (iv) and (xv) of this Section 5.02(d) at any time outstanding shall not exceed (1) prior to the Borrower Deleveraging Milestone Date, $30,000,000 or (2) on or after the Borrower Deleveraging Milestone Date, the greater of (x) $45,000,000 or (y) one and ninety-five hundredths percent (1.95%) of Total Assets, (xvi) Debt incurred by Kodak International Finance Limited, a company organized and existing under the agreement or indenture governing laws of England, in connection with short term working capital needs in an aggregate amount not to exceed $25,000,000 at any such debt shall not have time outstanding, (xvii) Debt incurred by Restricted Subsidiaries organized under the laws of any restriction on the ability jurisdiction outside of the Borrower or United States in an aggregate amount not to exceed $150,000,000 at any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; andtime outstanding, (xixviii) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e);[reserved], (ixix) endorsements Debt arising from the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;, (jxx) Debt owing consisting of Bank Product Obligations existing from time to insurance providers and arising in connection with the financing of insurance premium payments;time, 72 DOCPROPERTY "DocID" \* MERGEFORMAT 8646838.2 (kxxi) Debt described in clause (k) that is subordinated to the obligations of the definition thereof Company under the Loan Documents on terms that are reasonably satisfactory to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Agent and the Required Lenders and any Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effectRefinancing thereof, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided provided, that, the aggregate outstanding principal amount of such Debt shall not exceed (A) prior to the Borrower Deleveraging Milestone Date, $22,500,000 and (B) on or after the Borrower Deleveraging Milestone Date, $50,000,000, in each case at any time outstanding, (xxii) Debt incurred by the Company or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, supporting obligations, bankers’ acceptances, performance bonds, surety bonds, statutory bonds, export or import indemnities, customs and appeal bonds, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claims; provided, that, no such Debt is Debt for Borrowed Money, (xxiii) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Company or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business, (xxiv) [reserved], (xxv) unsecured Debt consisting of guarantees of amounts owing by customers of the Company under equipment and vendor financing programs in an aggregate amount, when combined with Investments pursuant to Section 5.02(e)(xv), not to exceed in each case at any time outstanding (A) prior to the Borrower Deleveraging Milestone Date, $30,000,000 and (B) on or after the Borrower Deleveraging Milestone Date, the greater of (1) $40,000,000 and (2) one and ninety-five hundredths percent (1.95%) of Total Assets, (xxvi) Guarantees by the Company of Debt of any Restricted Subsidiary and by any Restricted Subsidiary of Debt of the Company or any other Restricted Subsidiary permitted to be incurred hereunder; provided, that, such Guarantee by any Loan Party of any Debt of any Subsidiary that is not a Loan Party or such Guarantee by any Subsidiary that is not a Loan Party of any Debt of any Loan Party, in each case, shall be subject to Section 5.02(i), (xxvii) Term Loan Debt in an aggregate principal amount not to exceed $450,000,000 at any time outstanding, plus any interest paid in kind, and any Permitted Refinancing thereof, (xxviii) Debt arising under a Replacement ABL Facility, to the extent permitted under the Term Loan Agreement (as in effect on the date hereof), (xxix) to the extent constituting Debt, (A) unsecured Debt of Borrower arising under the Series B Preferred Stock in an aggregate face amount of up to $100,000,000 plus any dividends or interest paid in kind and any Permitted Refinancing thereof and (B) unsecured Debt of Borrower arising under the Series C Stock in an aggregate face amount of up to $100,000,000 plus any dividends or interest paid in kind and any Permitted Refinancing thereof, (xxx) unsecured Debt (including preferred stock to the extent constituting Debt) of Borrower incurred after the Closing Date in an aggregate principal or face amount of up to $100,000,000 plus any interest paid in kind, provided, that, such Debt (A) does not have any scheduled amortization payments, mandatory redemptions or sinking fund obligations or mandatory prepayments (including cash flow sweeps) on or prior to the date that is ninety-one (91) days after the Maturity Date (other than, in the 73 DOCPROPERTY "DocID" \* MERGEFORMAT 8646838.2 case of Debt, customary offers to purchase upon a change of control, asset sale or event of loss, customary acceleration rights after an event of default and payments required to prevent any such Debt from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i) of the Code, or any successor provision thereto or, in the case of preferred stock, redemption rights in connection with a fundamental change and similar provisions), (B) does not mature prior to the date that is ninety-one (91) days after the Maturity Date, (C) does not have financial maintenance covenants (unless such covenants apply only after the maturity of the loans or are added for the benefit of the Lenders pursuant to a conforming amendment (which amendment shall not require the consent of the Lenders)), (D) does not have a definition of “Change in Control” (or any other defined term having a similar purpose) that is more restrictive than the definition of Change in Control set forth herein (unless such definition applies only after the maturity of the loans or this Agreement is amended to conform the provisions of this Agreement with such more restrictive definition (which amendment shall not require the consent of the Lenders)) and (E) does not otherwise have covenants or events of default that are, taken as a whole, materially more favorable to the holders of such Debt than those set forth in this Agreement, as reasonably determined by the Borrower (unless such covenants or events of default apply only after the maturity of the loans or this Agreement is amended to conform the provisions of this Agreement with such more restrictive covenants or events of default (which amendment shall not require the consent of the Lenders)), (xxxi) Debt representing deferred compensation or similar obligations to employees or directors of the Company or any of its Restricted Subsidiaries incurred in the ordinary course of business, (xxxii) Debt consisting of promissory notes issued by the Company or any Restricted Subsidiary to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of equity interests of the Company or any direct or indirect parent of the Company permitted hereunder; provided, that, the aggregate principal amount of such Debt shall not exceed $2,000,000 at any time, and (y) 10,000,000 at any time that the Second Lien Loan Documents are outstanding, (xxxiii) Debt of Foreign Subsidiaries in connection with Permitted Receivables Financing in an aggregate amount not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not to exceed $5,000,000 25,000,000 outstanding at any one time, (xxxiv) additional Debt of Loan Parties and any Restricted Subsidiaries not to exceed $60,000,000 at any time outstanding, (xxxv) issuance of Disqualified Stock, and (A) any Non-Recourse Debt of Non-Recourse Project Subsidiaries and (B) obligations of the Borrower or its Restricted Subsidiaries pursuant to Customary Recourse Exceptions in connection with such Non-Recourse Debt.

Debt. No Loan Party shallThe Borrower will not, nor shall will it permit any of its Subsidiaries to, create, assume, incur, assume or in any manner become liable, directly, indirectly, or contingently in respect of, suffer to exist any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the ObligationsDebt pursuant to this Agreement or an Incremental Term Loan Agreement; (b) intercompany Debt Current liabilities of the Borrower or its Subsidiaries incurred in the ordinary course of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to extended in connection with the Obligations normal purchases of goods and is also permitted under Section 6.3services; (c) Debt of any Person that becomes a Subsidiary consisting of sureties the Borrower, to the extent such Debt is outstanding at the time such Person becomes a Subsidiary of the Borrower and was not incurred in contemplation thereof, and Debt assumed by the Borrower or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party Subsidiary in connection with the operation its acquisition (whether by merger, consolidation, acquisition of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid all or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness substantially all of the type described in this clause (d) if a Default is continuing assets or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time acquisition that the Second Lien Loan Documents would prohibit the incurrence of Debt results in the form ownership of purchase money indebtednessgreater than fifty percent (50%) of the Capital Stock of a Person) of another Person and, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15in each case, Debt refinancing, extending, renewing or refunding such Debt; provided that (i) the principal amount of such Debt is not increased (other than to provide for the payment of any underwriting discounts and fees related to any refinancing Debt as well as any premiums owed on and accrued and unpaid interest related to the original Debt); and (ii) at the time of and immediately after giving effect to the incurrence or assumption of such Debt or refinancing Debt and the application of the proceeds thereof, as the case may be, the aggregate principal amount of all such Debt, and of all Debt previously incurred or assumed pursuant to this Section 7.09(c), and then outstanding, shall not exceed 50% of Consolidated EBITDA for the period of four full consecutive fiscal quarters of the Borrower and its Subsidiaries (and such Person on a pro forma basis) then most recently ended; (d) Debt in the form of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not be secured, except past due; (e) all obligations of such Debt owing to a Swap Counterparty that is secured Person arising under the Loan Documents, letters of credit (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, standby and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangementscommercial); (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to solely resulting from a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors pledge of the Loan Parties for goods membership interests or services, and (iii) current operating liabilities (other than for borrowed money) which equity interests in each case is (x) incurred in a Designated Joint Venture owned by the ordinary course Borrower or a Subsidiary securing indebtedness of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; andDesignated Joint Venture; (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio Senior Notes existing as of the Third Amendment Effective Date and (in ii) other Debt of the case of any issuance on or prior to June 30Borrower so long as, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated7.02; (h) Second Lien Debt; provided that: (i) other Debt of the aggregate principal amount Subsidiaries of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30Borrower so long as, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no aggregate outstanding principal amount of all such Debt matures earlier than six months after the Maturity Date; outstanding under this clause (viih) such Debt shall does not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type exceed 2.5% of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring Consolidated Net Tangible Assets at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e)incurrence; (i) endorsements any Debt of negotiable instruments for collection a direct or indirect Subsidiary of the Borrower to the Borrower or any other direct or indirect Subsidiary of the Borrower in connection with intercompany arrangements; (j) Debt in respect of performance bonds, warranty bonds, bid bonds, appeal bonds, surety bonds, labor bonds and completion and performance guarantees and similar obligations required by Law, contract or Governmental Authorities, in each case provided in the ordinary course of business; (j) Debt owing , including those incurred to insurance providers secure health, safety and arising environmental obligations in connection with the financing ordinary course of insurance premium payments;business; and (k) guarantees of Debt described in clause (k) of the definition thereof Borrower or any Subsidiary of the Borrower expressly permitted to be incurred under this Agreement. For the extent avoidance of doubt, for purposes of determining compliance with this Section 7.09, (i) in the event that an item of Debt (or any portion thereof) meets the criteria of more than one of the categories of Debt permitted in this Section 7.09, the Borrower may, in its sole discretion, classify (and subsequently reclassify), at the time of incurrence or any time thereafter, such guaranty obligations are made by item of Debt (or any portion thereof) in any such category and will only be required to include such Debt (or any portion thereof) in one Loan Party of the categories of Debt permitted in respect this Section 7.09; and (ii) at the time of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) incurrence or at any time that thereafter, the Second Lien Loan Documents are Borrower may, in effectits sole discretion, unsecured divide and classify (and subsequently reclassify) an item of Debt not otherwise (or any portion thereof) in more than one of the categories of Debt permitted under the preceding provisions of in this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any time7.09.

Debt. No Loan Party shallCreate or suffer to exist, nor shall it or permit any of its Restricted Subsidiaries to, create, assume, incur, to create or in any manner become liable, directly, indirectly, or contingently in respect ofsuffer to exist, any Debt other than the following (collectivelyfollowing, the “Permitted Debt”):provided, that, any Debt permitted by any clause below shall be permitted under this Section 5.02(d), notwithstanding that such Debt would not be permitted by any other clause: (ai) Debt of the Obligations; Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary; provided, that, (bA) intercompany Debt incurred in the ordinary course of business owed by any Loan Party owing to any other Subsidiary that is not a Loan Party; provided that such Debt is Party shall be subordinated in right of payment to the Obligations on subordination terms reasonably satisfactory to the Agent and is also must be permitted under Section 6.3; 5.02(i)(ix) and (cB) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of that is not a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect owing to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited permitted under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, 5.02(i)(ix), (ii) such Debt shall not obligate existing on the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of creditRestatement Date and described on Schedule 5.02(d) hereto (the “Existing Debt”), and any Permitted Refinancing thereof, (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods Company or servicesany Restricted Subsidiary incurred to finance the acquisition by the Company or any Restricted Subsidiary after the Closing Date of real property and improvements thereto (but not inventory or other personal property located therein) and Permitted Refinancings thereof and any Permitted Refinancings of such refinanced Debt; provided, that, (A) before and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, no Default (to the knowledge of any Loan Party) or Event of Default shall have occurred and be continuing, (B) the secured recourse to the Company or any Restricted Subsidiary of such Debt shall be limited to the value of the real property and improvements financed by such Debt, and (C) the aggregate principal amount of Debt incurred and permitted by clauses (iii), (iv) and (xv) of this Section 5.02(d) at any time outstanding shall not be more than 3.50 to 1.00 and exceed (1) prior the Borrower is in pro forma compliance with Section 6.16(bDeleveraging Milestone Date, $20,000,000 and (20 on or after the Borrower Deleveraging Milestone Date, the greater of (1) after giving effect to any such issuance;$45,000,000 or (2) one and ninety-five hundredths percent (1.95%) of Total Assets, (iiiv) the Availability shall not be less than 25% Debt of the then existing Borrowing BaseBorrower or any Restricted Subsidiary relating to purchase money security interests (as defined in the New York Uniform Commercial Code, as amended) and Permitted Refinancings thereof and any Permitted Refinancings of such refinanced Debt; provided, that, (A) before and after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time ofshall have occurred and be continuing, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower such Debt (other than any Permitted Refinancings thereof or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance Permitted Refinancings of any such refinanced Debt, ) is incurred prior to or within two hundred seventy (270) days after such acquisition or the Borrowing Base shall be automatically reduced in accordance with completion of such construction or improvement and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (iC) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or after the Closing Date and permitted by clauses (iii), (iv) and (xv) of this 5.02(d) at any time outstanding shall not exceed: (1) prior to June 30the Borrower Deleveraging Milestone Date, 2015$30,000,000 and (2) on or after the Borrower Deleveraging Milestone Date, the greater of (x) $45,000,000 or (y) one and ninety-five hundredths percent (1.95%) of Total Assets, (v) without duplication of any other Debt permitted hereunder, liabilities for leases of real property characterized as Debt for purposes of GAAP, (vi) Debt of the Company or any of its Restricted Subsidiaries consisting of take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business, (vii) Debt consisting of indemnification, earn-out obligations, adjustment of purchase price or similar obligations, or guarantees or letters of credit, bankers’ acceptances, accommodation guarantees, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in each case in connection with any Permitted Acquisition, any permitted Investment or any Disposition of any business, assets or Equity Interests of any Restricted Subsidiary permitted under Section 5.02(e), (viii) Debt consisting of the financing of insurance premiums in the ordinary course of business, (ix) Debt in respect of Hedging Agreements designed to hedge against the Borrower’s or any Restricted Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes, (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, however, that such Debt is extinguished within ten (10) Business Days of the Company or the applicable Restricted Subsidiary becoming aware of such Debt) or other cash management obligations and other Debt in respect of netting services, automatic clearinghouse arrangements, credit card processing, overdraft protections and similar arrangements in the ordinary course of business, (xi) other Debt so long as, immediately after giving effect to the issuance, incurrence or assumption of such Debt, (a) the Total Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis is no greater than 4.50 to 1.00 and (b) the Secured Leverage Ratio on a pro forma basis is no greater than 2.50 to 1.00, and any Permitted Refinancing thereof; provided, that, for the purposes of calculating the Secured Leverage Ratio for this Section 5.02(d)(xi), any Debt incurred pursuant to this Section 5.02(d)(xi) shall be deemed Secured Debt, (xii) Investments permitted under Section 5.02(i)(iv) and (vii) that constitute Debt, (xiii) Debt of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company and any Permitted Refinancing thereof; provided, that, such Debt was not created in contemplation of such merger, consolidation or acquisition, (xiv) Obligations arising under the Loan Documents, (xv) Debt of the Company or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and Permitted Refinancings thereof and any Permitted Refinancings of such refinanced Debt; provided, that, (A) before and after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; no Default (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence knowledge of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (vany Loan Party) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time ofshall have occurred and be continuing, (B) such Debt (other than any Permitted Refinancings thereof or would occur as a result of, Permitted Refinancings of any such issuance; refinanced Debt) is incurred prior to or within two hundred seventy (270) days after such acquisition or the completion of such construction or improvement and (C) the aggregate principal amount of Debt incurred and permitted under clauses (iii), (iv) and (xv) of this Section 5.02(d) at any time outstanding shall not exceed (1) prior to the Borrower Deleveraging Milestone Date, $30,000,000 or (2) on or after the Borrower Deleveraging Milestone Date, the greater of (x) $45,000,000 or (y) one and ninety-five hundredths percent (1.95%) of Total Assets, (xvi) Debt incurred by Kodak International Finance Limited, a company organized and existing under the agreement or indenture governing laws of England, in connection with short term working capital needs in an aggregate amount not to exceed $25,000,000 at any such debt shall not have time outstanding, (xvii) Debt incurred by Restricted Subsidiaries organized under the laws of any restriction on the ability jurisdiction outside of the Borrower or United States in an aggregate amount not to exceed $150,000,000 at any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; andtime outstanding, (xixviii) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e);[reserved], (ixix) endorsements Debt arising from the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;, (jxx) Debt owing consisting of Bank Product Obligations existing from time to insurance providers and arising in connection with the financing of insurance premium payments;time, (kxxi) Debt described in clause (k) that is subordinated to the obligations of the definition thereof Company under the Loan Documents on terms that are reasonably satisfactory to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Agent and the Required Lenders and any Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effectRefinancing thereof, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided provided, that, the aggregate outstanding principal amount of such Debt shall not exceed (A) prior to the Borrower Deleveraging Milestone Date, $22,500,000 and (B) on or after the Borrower Deleveraging Milestone Date, $50,000,000, in each case at any time outstanding, (xxii) Debt incurred by the Company or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, supporting obligations, bankers’ acceptances, performance bonds, surety bonds, statutory bonds, export or import indemnities, customs and appeal bonds, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claims; provided, that, no such Debt is Debt for Borrowed Money, (xxiii) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Company or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business, (xxiv) [reserved], (xxv) unsecured Debt consisting of guarantees of amounts owing by customers of the Company under equipment and vendor financing programs in an aggregate amount, when combined with Investments pursuant to Section 5.02(e)(xv), not to exceed in each case at any time outstanding (A) prior to the Borrower Deleveraging Milestone Date, $30,000,000 and (B) on or after the Borrower Deleveraging Milestone Date, the greater of (1) $40,000,000 and (2) one and ninety-five hundredths percent (1.95%) of Total Assets, (xxvi) Guarantees by the Company of Debt of any Restricted Subsidiary and by any Restricted Subsidiary of Debt of the Company or any other Restricted Subsidiary permitted to be incurred hereunder; provided, that, such Guarantee by any Loan Party of any Debt of any Subsidiary that is not a Loan Party or such Guarantee by any Subsidiary that is not a Loan Party of any Debt of any Loan Party, in each case, shall be subject to Section 5.02(i), (xxvii) Term Loan Debt in an aggregate principal amount not to exceed $450,000,000 at any time outstanding, plus any interest paid in kind, and any Permitted Refinancing thereof, (xxviii) Debt arising under a Replacement ABL Facility, to the extent permitted under the Term Loan Agreement (as in effect on the date hereof), (xxix) to the extent constituting Debt, (A) unsecured Debt of Borrower arising under the Series B Preferred Stock in an aggregate face amount of up to $100,000,000 plus any dividends or interest paid in kind and any Permitted Refinancing thereof and (B) unsecured Debt of Borrower arising under the Series C Stock in an aggregate face amount of up to $100,000,000 plus any dividends or interest paid in kind and any Permitted Refinancing thereof, (xxx) unsecured Debt (including preferred stock to the extent constituting Debt) of Borrower incurred after the Closing Date in an aggregate principal or face amount of up to $100,000,000 plus any interest paid in kind, provided, that, such Debt (A) does not have any scheduled amortization payments, mandatory redemptions or sinking fund obligations or mandatory prepayments (including cash flow sweeps) on or prior to the date that is ninety-one (91) days after the Maturity Date (other than, in the case of Debt, customary offers to purchase upon a change of control, asset sale or event of loss, customary acceleration rights after an event of default and payments required to prevent any such Debt from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i) of the Code, or any successor provision thereto or, in the case of preferred stock, redemption rights in connection with a fundamental change and similar provisions), (B) does not mature prior to the date that is ninety-one (91) days after the Maturity Date, (C) does not have financial maintenance covenants (unless such covenants apply only after the maturity of the loans or are added for the benefit of the Lenders pursuant to a conforming amendment (which amendment shall not require the consent of the Lenders)), (D) does not have a definition of “Change in Control” (or any other defined term having a similar purpose) that is more restrictive than the definition of Change in Control set forth herein (unless such definition applies only after the maturity of the loans or this Agreement is amended to conform the provisions of this Agreement with such more restrictive definition (which amendment shall not require the consent of the Lenders)) and (E) does not otherwise have covenants or events of default that are, taken as a whole, materially more favorable to the holders of such Debt than those set forth in this Agreement, as reasonably determined by the Borrower (unless such covenants or events of default apply only after the maturity of the loans or this Agreement is amended to conform the provisions of this Agreement with such more restrictive covenants or events of default (which amendment shall not require the consent of the Lenders)), (xxxi) Debt representing deferred compensation or similar obligations to employees or directors of the Company or any of its Restricted Subsidiaries incurred in the ordinary course of business, (xxxii) Debt consisting of promissory notes issued by the Company or any Restricted Subsidiary to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of equity interests of the Company or any direct or indirect parent of the Company permitted hereunder; provided, that, the aggregate principal amount of such Debt shall not exceed $2,000,000 at any time, and (y) 10,000,000 at any time that the Second Lien Loan Documents are outstanding, (xxxiii) Debt of Foreign Subsidiaries in connection with Permitted Receivables Financing in an aggregate amount not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not to exceed $5,000,000 25,000,000 outstanding at any one time, (xxxiv) additional Debt of Loan Parties and any Restricted Subsidiaries not to exceed $60,000,000 at any time outstanding, (xxxv) issuance of Disqualified Stock, and (xxxvi) (A) any Non-Recourse Debt of Non-Recourse Project Subsidiaries and (B) obligations of the Borrower or its Restricted Subsidiaries pursuant to Customary Recourse Exceptions in connection with such Non-Recourse Debt.

Debt. No Loan Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or in any manner become liable, directly, indirectly, or contingently in respect ofsuffer to exist, any Debt other than the following (collectivelyDebt, the “Permitted Debt”):except: (ai) Debt under the ObligationsLoan Documents; (bii) intercompany [Reserved]; (iii) Debt incurred secured by Liens permitted by Section 5.02(a)(vi) not to exceed, together with Debt permitted under clause (iv) below, in an aggregate principal amount of $20,000,000 per Casino Property at any time outstanding; (iv) Capitalized Leases not to exceed in an aggregate principal amount, together with Debt permitted pursuant to clause (iii) above, $20,000,000 per Casino Property at any time outstanding, and in the ordinary course case of business owed by Capitalized Leases to which any Subsidiary of any Loan Party is a party, Debt of such Loan Party of the type described in clause (i) of the definition of “DEBT” guaranteeing the Obligations of such Subsidiary under such Capitalized Leases; (v) the Surviving Debt; (vi) [Reserved]; (vii) Debt owed to the Borrower or a wholly-owned Subsidiary of the Borrower, which Debt shall (x) in the case of Debt owed to a Loan Party, constitute Pledged Debt, (y) be on terms reasonably acceptable to the Administrative Agent and (z) be otherwise permitted under the provisions of Section 5.02(f); (viii) to the extent such incurrence does not result in the incurrence by the Borrower or any of its Subsidiaries of any obligation for the payment of Debt for Borrowed Money of others, Debt of the Borrower or any of its Subsidiaries owed to any Person in connection with the termination of employment of or severance obligations owed to such Person and not to exceed $5,000,000 in the aggregate; (ix) Debt arising from agreements of the Borrower or a Subsidiary Guarantor providing for indemnifications and adjustments of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other Loan Partythan Guarantee Obligations in respect of Debt incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided that provided, however, that: (A) such Debt is not reflected on the balance sheet of the Borrower or any Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (ix)(A)); and (B) the maximum assumable liability in respect of all such Debt shall at no time exceed the gross proceeds including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Borrower and any Subsidiary in connection with such disposition; or (x) Debt of the type described in clause (i) or (j) of the definition of Debt that constitutes an Investment solely to the extent permitted by Section 5.02(f); (xi) unsecured Debt of the Borrower, subordinated to the Obligations under the Loan Documents on terms reasonably acceptable to the Administrative Agent and is also permitted under Section 6.3having a maturity date of not less than six months following the Maturity Date and having no amortization prior to the Maturity Date; (cxii) unsecured Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that30,000,000, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements subordinated to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured Obligations under the Loan Documents, (ii) such Debt shall not obligate Documents on terms reasonably acceptable to the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of creditAdministrative Agent, and (iii) such Debt shall having a maturity date of not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after following the Maturity Date and having no amortization prior to the Maturity Date; (vxiii) Debt secured by Liens permitted by Section 5.02(a)(xii) in an aggregate principal amount not to exceed $10,000,000; and (xiv) Debt representing a refinancing, replacement or refunding of Debt permitted by clauses (b)(iii) through (b)(v) and (b)(xiii) above (the “REFINANCING DEBT”); provided that (A) such Refinancing Debt has a Weighted Average Life to Maturity at the time such Refinancing Debt is incurred which is not less than the remaining Weighted Average Life to Maturity of the Debt being extended, refunded, refinanced, defeased, renewed or replaced, (B) the terms relating to principal amount, amortization, maturity and subordination (if any) and other material terms, taken as a whole, of any such Refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Debt being extended, refunded or refinanced and the interest rate applicable to any such Refinancing Debt does not exceed the then applicable market interest rate, (C) the principal amount (or accreted value, if applicable) of such Refinancing Debt does not exceed the sum of the outstanding principal amount (or accreted value, if applicable) of the Debt so extended, refunded, refinanced, defeased, renewed or replaced (plus all accrued interest thereon and the amount of all premiums and reasonable expenses incurred in connection therewith), (D) the Debt is incurred either by the Borrower or the Subsidiary that is the obligor of the Debt being extended, refunded, refinanced, defeased, renewed or replaced, (E) the Debt shall be secured only by the property or assets (if any) securing the Debt to be so extended, refunded, refinanced, defeased, renewed or replaced, and (F) such Refinancing Debt shall not have any amortization include: (i) Debt of a Subsidiary that extends, refunds, refinances, defeases, renews or other requirement to purchase, redeem, retire, defease replaces Debt or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type preferred stock of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time ofBorrower, or would occur as a result of, any such issuance; (viiiii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability Debt of the Borrower or any a Subsidiary that extends, refunds, refinances, defeases, renews or replaces Debt or preferred stock of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timean Unrestricted Subsidiary.

Debt. No Loan Party shallThe Parent will not create or suffer to exist, nor shall it and will not permit any of its Subsidiaries to, Restricted Subsidiary to create, assume, incur, assume or in any manner become liable, directly, indirectly, or contingently in respect ofsuffer to exist, any Debt other than the following (collectivelyexcept as set forth below, the “all of which shall be "Permitted Debt”):": (a) Debt of the ObligationsParent, the Borrower and the Affiliate Guarantors to the Banks and the Agent evidenced by any Loan Document; (b) intercompany in addition to Debt otherwise permitted to be incurred by the Parent or any Restricted Subsidiary, as the case may be, by this Section 10.2, secured or unsecured Debt of the Parent or any Restricted Subsidiary to Persons (other than the Parent or any Subsidiary) (other than the type of Debt permitted by Subsections (e) and (f) hereof); provided that (i) at no time shall the aggregate amount of all such Debt of the Parent and the -50- 57 Restricted Subsidiaries permitted by this Section 10.2(b) exceed 7 1/2% of Consolidated Net Worth, of which secured Debt may constitute no more than 4% of Consolidated Net Worth and (ii) such Debt shall not be incurred when a Default or Event of Default exists or would result therefrom; (i) Debt of the Parent or any Restricted Subsidiary to any Person (other than to the Borrower or any Subsidiary) and (ii) secured or unsecured Debt of Moor▇▇ ▇▇▇ Suit People U.S., Inc. to Moor▇▇ ▇▇▇ail Group Inc. and Golden Brand Clothing (Canada) Ltd., in each case existing on the date hereof and described on Schedule 10.2 attached hereto and made a part hereof; provided that such Debt is not increased; (d) unsecured Debt of the Parent to any Restricted Subsidiary and unsecured Debt of any Restricted Subsidiary to the Parent or any other Restricted Subsidiary; provided that (i) in each case the term and provisions of such Debt shall be subject to Section 10.8, (ii) any such unsecured Debt of the Parent or any Affiliate Guarantor shall be subordinated in form and substance satisfactory to the Majority Banks to the Obligations, (iii) any such unsecured Debt is incurred when no Default or Event of Default exists or would result therefrom and (iv) the aggregate principal amount of all Debt of the Non-Guaranteeing Restricted Subsidiaries (except as permitted by Section 10.2(h)) to the Parent and the Guarantors (as defined in the U.S. Revolving Credit Agreement) shall not exceed the lesser of (A) U.S.$30,000,000 and (B) 10% of the Consolidated Net Worth; (e) Debt of the Parent or any Restricted Subsidiary representing Capital Leases; provided that at no time shall the aggregate amount of Debt of the Parent and its Restricted Subsidiaries permitted by this Section 10.2(e) exceed 5% of Consolidated Net Worth; (f) Debt relating to Sale and Lease-Back Transactions permitted under Section 10.6(c); (g) unsecured Debt incurred in the ordinary course of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to for the Obligations and is also permitted under Section 6.3purchase of inventory, including deferred purchases of inventory; (ch) intercompany Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party described in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligationsSection 10.5(l); (di) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness other unsecured Debt of the Parent or any Restricted Subsidiary to Persons (other than the Parent or any Subsidiary)(other than the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; permitted under Subsections (e) Hedging Arrangements to the extent not prohibited under Section 6.15; and (f) hereof) provided that (i) such the aggregate amount thereof plus the aggregate amount of Debt outstanding which is permitted by Section 10.2(b) shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documentsexceed U.S. $100,000,000, (ii) such Debt shall not obligate require any principal payment, repurchase, redemption or defeasance prior to (or the Borrower deposit of any payment or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateralproperty or sinking fund payment in respect of), property collateral or have a letter of creditmaturity shorter than, and 90 days after the Maturity Date, (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance be on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are terms no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to and (iv) 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 (vi); (vii) no incurred when a Default or Event of Default is occurring at the time of, exists or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e)therefrom; and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt under the Related Facilities, including guarantees thereof. 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 when it becomes, or is merged into, or is consolidated with a Restricted Subsidiary or the Parent shall be deemed to have been incurred at that time, (3) which is permitted by Section 10.2(d) and which is owing to insurance providers and arising in connection with the financing of insurance premium payments; a Restricted Subsidiary when it ceases to be a Restricted Subsidiary shall be deemed to have been incurred at that time, (k) Debt described in clause (k4) of the definition thereof a Restricted Subsidiary which is owing to the extent Parent or any other Restricted Subsidiary shall be deemed to have been incurred at the time the Parent or such guaranty obligations are made by one Loan Party 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 permitted obligations a letter of another Loan Party; provided that credit or similar instrument shall be deemed to be incurred when such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions letter of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timecredit or similar instrument is issued.

Debt. No Loan Party shallThe Borrower will not, nor shall it and will not permit any of its Subsidiaries the Subsidiary Guarantors to, incur, create, assumeassume or suffer to exist any Debt, incur, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than except the following (collectively, the “Permitted Debt”):following: (a) the ObligationsNotes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents; (b) intercompany Debt 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 in clauses (a) — (e) of the ordinary course definition of business owed by any Loan Party to any other Loan Party“Oil and Gas Properties” (whether or not constituting purchase money Debt); provided provided, however, that the aggregate amount of all such Debt is subordinated to the Obligations and is also permitted under Section 6.3at any one time outstanding shall not exceed $12,000,000; (c) Debt of any the Borrower or Subsidiary consisting of sureties Guarantor associated with bonds or bonds provided to any surety obligations (i) required by Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party Requirements in connection with the operation of its the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid Properties or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise required in connection with the payment by such Banking Services Provider performance of accounts payable to trade creditors of the Loan Parties for goods or services, contracts and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business; (d) endorsements of negotiable instruments for collection in the ordinary course of business; (e) 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, as presently conducted 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; (yf) not more than 90 days past dueDebt in respect of workers’ compensation claims, unless contested self-insurance obligations, bankers’ acceptance and performance and surety bonds provided by the Borrower or any Subsidiary Guarantor in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; andthe ordinary course of business; (g) Debt of the Borrower or Subsidiary Guarantor consisting of senior obligations to pay insurance premiums; (h) unsecured Debt of the Borrower or any Subsidiary Guarantor evidenced by bonds, debentures, notes issuances or other similar instruments (the “including any Permitted Notes”Refinancing Debt in respect thereof); provided that: , (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence scheduled maturity date of such Debt, Debt shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months one year after the Maturity Date; , (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments 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 and that are triggered upon change in control and sale of all or substantially all assets; Debt, (viiii) the agreement or indenture governing any aggregate principal amount of such Debt shall have not exceed $900,000,000, and (iv) the agreements and instruments governing such Debt shall not contain (A) any financial maintenance covenants and restrictions that are no 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 the Second Lien Loan Documents, as in effect on the Effective Datethis 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 (viA); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) 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; Documents (ixother than as to the maximum principal amount of Debt to be incurred hereunder), (C) upon any restrictions on the issuance ability of any such Debt, Subsidiary of the Borrowing Base shall be automatically reduced in accordance with and Borrower to guarantee the Indebtedness to the extent required by Section 2.2(ethe 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 (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien other Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or Subsidiary Guarantor in an aggregate principal amount not to exceed $30,000,000 at any one time outstanding. For the avoidance of its Subsidiaries to guarantee doubt, when calculating the Secured Obligations amount of Debt for purposes of determining compliance with clause (b), (h) or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent above, such guaranty obligations are made calculation shall not include any guarantee by one Loan a Credit Party in respect of permitted obligations of another Loan Party; provided that other Debt already included in such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timecalculation.

Debt. No Loan Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or suffer to exist, any Debt, except: (i) in the case of the Company, (A) the Debt Securities; and (B) Debt constituted by the Bridge Facility, any rollover loans thereunder and any Exchange Notes issued in connection therewith; (ii) in the case of the Company or any Subsidiary of the Company, (A) any Debt owing by any Guarantor to any other Guarantor or the Company; (B) any Debt owing by the Company or any Guarantor to any other Subsidiary of Holdings; (C) any Debt owing by any Subsidiary of Holdings that is not a Guarantor to any other Subsidiary of Holdings that is not a Guarantor; (D) any Debt owing by any Subsidiary of Holdings that is not a Guarantor (or Contingent Obligations made in respect of the obligations of any such Person) to the Company or any Guarantor not to exceed an aggregate principal amount incurred of $20,000,000 in any manner become liableFiscal Year; provided that (1) all Net Cash Proceeds from the (i) issue and sale of Equity Interests by Holdings and (ii) incurrence of Debt pursuant to Section 5.02(b)(iii)(J) which are, directlyin either case, invested or reinvested in assets used or useful in the business of Holdings and its Subsidiaries as provided in this Agreement in the nature of such Debt do not count towards the sub-limit specified in this clause (D), (2) the amount of any equity interests existing as of the Closing Date in Subsidiaries of Holdings that are not Guarantors which are reclassified after the Closing Date as Debt in accordance with local law or regulation do not count towards the sub-limit specified in this clause (D), (3) it is understood that the Debt permitted to be incurred under this clause (D) is in addition to any Debt forming part of Investments permitted under Section 5.02(f)(vii) and (4) no such Debt under this clause (D) shall be incurred (i) after the occurrence and during the continuance of a Default and (ii) for purposes of funding, directly or indirectly, the purchase or contingently other acquisition of property and assets of the type referred to in respect ofSection 5.02(f)(viii), in an amount which, individually or when aggregated with any other amounts invested for such purpose pursuant to Section 5.02(f)(vii), is in excess of the applicable amount otherwise permitted to be expended for such purpose pursuant to Section 5.02(f)(viii)(D); and (E) in addition to any Debt otherwise permitted under clause (D) above, any Debt other than owing by any Subsidiary of Holdings that is not a Guarantor to the following Company or any Guarantor consisting of intercompany accounts receivable of the Company or such Guarantor representing in each case the bona fide sale and delivery of product inventory to such Subsidiary in the ordinary course of business, and which receivables have been reclassified as Debt owing to the Company or such Guarantor in accordance with generally accepted accounting principles consistent with prior practice. (collectivelyiii) in the case of each Loan Party and its Subsidiaries, the “Permitted Debt”and without duplication of clauses (i) and (ii): (aA) Debt under the ObligationsLoan Documents; (bB) intercompany Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $20,000,000 at any time outstanding; (C) Capitalized Leases not to exceed in the aggregate $20,000,000 at any time outstanding; (D) the Surviving Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, provided still further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (E) Debt constituting local loans or other credit extensions from local lenders in jurisdictions outside the United States; provided that the sum of the aggregate principal amount of such Debt and all Surviving Debt of such type (including any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any such Surviving Debt) does not exceed $60,000,000 at any time outstanding; (F) Debt, not to exceed in the aggregate $20,000,000 at any time outstanding, incurred as a result of the issue of guarantees issued in support of local overdraft lines; (G) Debt of the type secured by Liens permitted by Section 5.02(a)(vi) or unsecured Debt incurred in the ordinary course of business owed by for borrowed money in an aggregate amount under this clause (G) not more than $20,000,000 at any Loan Party to any other Loan Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3one time outstanding; (cH) Debt in respect of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party the Secured Hedge Agreements; (I) Debt in connection with any intercompany loans entered into for the operation purpose of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations;funding the Parent Loan by Holdings; and (dJ) purchase money indebtedness and Capital Leases of in addition to any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in Debt otherwise permitted under this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided thatSection 5.02(b), at any time that after which all of the Second Lien Loan Documents would prohibit December Convertible Notes and all of the incurrence October Convertible Notes have been converted into common stock of Holdings, Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form consisting of (i) accounts payable to trade creditors for goods local loans or services other credit extensions from local lenders in jurisdictions outside the United States or (ii) payment obligations to a Banking Services Provider under commercial cards to an additional amount of Debt Securities issued as may be specified in the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods Notes Indenture or services, and (iii) current operating liabilities a Designated Capital Markets Transaction which is approved by the Administrative Agent (other than for borrowed money) which in each case is (x) incurred in and the ordinary course of businessRequired Lenders, as presently conducted and (yapplicable) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAPSection 7.01(d) hereof; and in any case under this clause (gJ) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior not to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on exceed a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any time150,000,000.

Debt. No Loan Party shallThe Credit Parties will not, nor shall it and will not permit any of its the Restricted Subsidiaries to, incur, create, assumeassume or suffer to exist any Debt, incur, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the ObligationsLoans, other Secured Obligations and any guaranty of or suretyship arrangement in respect thereof; (b) intercompany Debt incurred in between or among (i) the ordinary course of business owed by Borrower and any Loan Party Subsidiary Guarantor, (ii) any Restricted Subsidiary that is not a Guarantor and any other Restricted Subsidiary that is not a Guarantor or (iii) the Borrower or any Subsidiary Guarantor to any other Loan PartyRestricted Subsidiary that is not a Guarantor 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 Administrative Agent or the Collateral Agent for the benefit of the Lenders, the Borrower or a Subsidiary Guarantor, and, provided further, that any such Debt for borrowed money (including without limitation intercompany receivables or other obligations) owed by either the Borrower or any Credit Party shall be subordinated to the Secured Obligations on the terms set forth in the Guaranty and is also permitted under Section 6.3Collateral Agreement; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (jd) Debt owing to insurance providers and arising of the Borrower or the Restricted Subsidiaries (i) associated with bonds or surety obligations required by Governmental Requirements in connection with the financing operation of insurance premium paymentsthe Oil and Gas Properties in the ordinary course of business and (ii) comprised of guarantees of obligations of Restricted Subsidiaries under marketing agreements entered into in the ordinary course of business and 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 improvement of such capital assets (excluding real property interests) secured by Liens permitted by Section 9.03(c) in an aggregate principal amount not to exceed the greater of (x) $50,000,000 and (y) 1.0% of Consolidated Total Assets; (f) (x) Permitted Senior Notes and any guarantees thereof existing as of the Effective Date and any Debt that is incurred in exchange for, or the proceeds of which are used to extend, refinance, replace, defease, discharge, refund or otherwise retire for value any Permitted Senior Notes; provided that no Subsidiary or other Person is required to guarantee such Debt unless such Subsidiary or other Person has guaranteed the Secured Obligations pursuant to the Guaranty and Collateral Agreement, and (y) 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 Event of Default has occurred and is continuing or would result therefrom (after giving effect to any concurrent repayment of Debt with the proceeds thereof, any 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 materially 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, unless in the case of clause (A) or (B), such more restrictive terms are incorporated into this Agreement, mutatis mutandis, are offered to the Lenders in good faith or are otherwise applicable only after the payment in full of the Loans; (iii) immediately after the incurrence of such Debt, the Borrowing Base shall be adjusted in accordance with and to the extent required by 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 91 days after the Latest Maturity Date at the time of issuance; (v) such Debt does not mature sooner than the date that is 91 days after the Latest Maturity Date at the time of issuance; (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) immediately after giving effect to the incurrence of such Debt and any guarantees thereof, the Pro Forma Net Leverage Ratio shall not exceed 3.50 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 Secured Obligations (other than (a) customary change of control tender offer provisions, (b) asset sale or casualty or condemnation event tender offer provisions or incurrence of unpermitted debt prepayment or redemption provisions, to the extent such provisions in this clause (b) first permit, at the option of the Borrower, prepayment in full of the Secured Obligations (or permit at the option of the Borrower the net cash proceeds to be applied first to the prepayment of the Secured Obligations), (c) customary acceleration rights after an event of default or (d) customary fundamental change provisions with respect to convertible notes); (ix) no Subsidiary or other Person is required to guarantee such Debt unless such Subsidiary or other Person has guaranteed the Secured Obligations pursuant to the Guaranty 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 Secured Obligations on terms and conditions reasonably satisfactory to the Administrative Agent and (xi) the Borrower shall have complied with Section 8.01(p); (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 Debt permitted under Section 9.02(f) or to refinance any outstanding Refinanced Debt, as the case may be; (h) Debt in the form of guaranties by the Credit Parties of Debt of (i) the Borrower or any Subsidiary Guarantor permitted under this Section 9.02 or (ii) other Persons to the extent an Investment would be permitted in such Person under Section 9.05(g); (i) other Debt in an aggregate principal amount not to exceed the greater of (x) $150,000,000 and (y) 2.75% of Consolidated Total Assets (measured as of the date of incurrence of such Debt) at any one time outstanding and (ii) any Permitted Refinancing Debt issued or incurred to Refinance such Debt; (j) To the extent constituting Debt, unsecured deferred purchase price arrangements in connection with acquisitions and/or Investments otherwise permitted by this Agreement so long as at the time of entry thereof (i) no Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom and (ii) the Pro Forma Net Leverage Ratio is equal to or less than 3.50 to 1.00; and (k) Debt described in clause (k) of existing on the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, Effective Date and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timeset forth on Schedule 9.02.

Debt. No Except for (a) Indebtedness owed to the Lender, (b) accounts payable owing to trade creditors arising from current liabilities for goods and services purchased in the normal course of the Co-Borrowers’ respective businesses, notwithstanding anything to the contrary in the Loan Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, Documents or in any manner other document governing the formation, management or operation of any of the Co-Borrowers and (c) unsecured Indebtedness approved by Lender (such approval not to be unreasonably withheld), which Indebtedness shall be fully subordinated to the Liens of the Lender pursuant to intercreditor agreements acceptable to Lender, the Parent and each such Co-Borrower shall not (i) guarantee any obligation of any Person, including any Affiliate, or become liableobligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, directly(ii) engage, directly or indirectly, or contingently in respect of, any Debt business other than related directly to its Project, (iii) incur, create or assume any Indebtedness or liabilities other than in connection with the following (collectively, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt Loan Facility and unsecured trade payables incurred in the ordinary course of its business owed by any Loan Party to any other Loan Party; provided (which must be paid when due) that such Debt is subordinated are related to the Obligations ownership, development, and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas PropertiesProject, including with respect (iv) make or permit to pluggingremain outstanding any loan or advance to, facility removal and abandonment of its Oil and Gas Propertiesor own or acquire any stock or securities of, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be securedPerson, except that such Debt owing to a Swap Counterparty that is secured Co-Borrowers may invest in those investments permitted under the Loan Documents, (iiv) such Debt shall not obligate to the Borrower fullest extent permitted by Applicable Law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in assets outside the ordinary course of such Co-Borrower’s business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement buy or indenture governing hold evidence of indebtedness issued by any such Debt shall have covenants and restrictions that are no more restrictive other Person (other than those set forth in the Second Lien Loan Documentscash or investment-grade securities), as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default form, acquire or Event of Default is occurring at the time ofhold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity, or would occur as a result of, any such issuance; (viii) own any asset or property other than the agreement Project and incidental personal property necessary for the ownership or indenture governing any such debt shall not have any restriction (A) on the ability operation of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timeProject.

Debt. No Loan Party shallOther than the Permitted Indebtedness, nor no Borrower or Operating Lessee shall it permit create, incur or assume any of its Subsidiaries tothe following: (i) indebtedness for borrowed money or for the deferred purchase price of property or services; (ii) indebtedness evidenced by a note, createbond, assume, incur, debenture or similar instrument; (iii) any letter or letters of credit issued for the account of a Borrower or Operating Lessee to the extent there are unreimbursed amounts drawn thereunder; (iv) indebtedness secured by a Lien on any property owned by any Borrower or Operating Lessee (whether or not such indebtedness has been assumed) except obligations for impositions which are not yet due and payable; (v) any obligation of any Borrower or Operating Lessee directly or indirectly guaranteeing any indebtedness or other obligation of any other Person in any manner become liablemanner; (vi) any payment obligations of any Borrower or Operating Lessee under any interest rate protection agreement (including, directly, indirectly, or contingently in respect ofwithout limitation, any Debt other than the following interest rate swaps, caps, floors, collars or similar agreements) and similar agreements (collectively, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt incurred in the ordinary course of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including except with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower Interest Rate Cap Agreement or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateralreplacement thereof, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment which obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed moneyreplacements) which each Borrower or Operating Lessee represents have been satisfied in each case is full by a one-time payment made on or prior to the date hereof); or (xvii) incurred any contractual indemnity obligations of any Borrower or Operating Lessee other than as set forth in (A) the Property Management Agreements or (B) any other normal and customary agreements entered into in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any time.

Debt. No Loan Party shallNot, nor shall it and not permit any of its the Loan Parties and their Subsidiaries to, create, incur, assume, incuror suffer to exist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than except the following (collectively, the “Permitted Debt”):following: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) intercompany Debt incurred in of any of the ordinary course Loan Parties and their Subsidiaries secured by Liens permitted by Section 11.2(d), so long as the aggregate amount of business owed by all such Debt at any time outstanding does not exceed $2,000,000; (i) Debt of any Loan Party to any other Loan Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (cii) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of which is not a Loan Party in connection with owing to a Loan Party so long as the operation aggregate amount at any time outstanding is otherwise permitted as an Investment under Section 11.9; (iii) Debt of its Oil any Loan Party owing to any Subsidiary which is not a Loan Party, which is expressly subordinated to the Obligations pursuant to the Intercompany Subordination Agreement; and Gas Properties, including with respect (iv) Debt of any Subsidiary which is not a Loan Party to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or any other surety or bond obligationsSubsidiary which is not a Loan Party; (d) purchase money indebtedness and Capital Leases Debt arising in connection with endorsement of instruments for deposit in the ordinary course of business; (e) Debt of any Loan Party to any employee, officer, or director or any such Person’s spouse, estate, or estate-planning vehicle to repurchase Equity Interests from that Person upon the death, disability, or termination of employment of that employee, officer of director, so long as the aggregate amount of all such Debt at any time outstanding does not exceed $1,000,000; (f) Hedging Obligations incurred for bona fide hedging purposes and not for speculative purposes; (g) Debt described on Schedule 11.1 and any extension, renewal, replacement or refinancing thereof so long as the principal amount thereof is not increased; (h) the Debt to be Repaid (so long as that Debt is repaid on the Closing Date with the proceeds of the initial Loans under this Agreement); (i) Contingent Liabilities arising with respect to (i) customary indemnification obligations by any of the Loan Parties and their Subsidiaries in favor of purchasers in connection with dispositions permitted under Section 11.4, and (ii) agreements providing for indemnification, workers’ compensation claims, self-insurance obligations, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds, appeals bonds or performance bonds securing the performance of any Loan Party pursuant to such agreements, in connection with Permitted Acquisitions, in each case in each of the foregoing, not in the form of Funded Debt and (iii) the guaranty by a Loan Party or any Subsidiary thereof of a lease, sublease, license, or sublicense entered into in the ordinary course of business or such other Debt permitted by the terms of this Agreement by another Loan Party or any Subsidiary thereof; (j) Debt in respect of credit cards, credit card processing services, debit cards, stored value cards, purchasing cards, clearinghouse arrangements, netting services, overdraft protection, and other like services, in each case, incurred in the ordinary course of business; (k) Debt existing on the Closing Date and set forth on Schedule 11.1; (l) Subordinated Debt; (m) Debt acquired in connection with a Permitted Acquisition, including Debt to pay indemnification, contingent purchase price payments, or other purchase price adjustments, but solely to the extent (i) the business, division or assets acquired generated positive EBITDA for the four consecutive fiscal quarters most recently ended prior to that Acquisition and (ii) the amount of Debt so assumed in connection with any such Permitted Acquisition is not more than 4.0x the amount of EBITDA generated by the business, division or assets acquired, in an aggregate outstanding amount not at any time exceeding $25,000,000; provided that (i) such Debt was not incurred in contemplation of such Permitted Acquisition and (ii) such Debt is secured only by the assets acquired in the applicable Permitted Acquisition (including any acquired Equity Interests) and the proceeds, products, replacements and accessions thereof; (n) Debt of any SPV Financing Entity with respect to any purchase of accounts receivable, loan financing, warehouse, or other similar agreement, which shall not include any obligation or Debt of Borrower or any other Subsidiary that is not an SPV Financing Entity, so long as such debt is non-recourse to the Loan Parties and their Subsidiaries (other than any SPV Financing Entity) other than customary limited recourse items; (o) Debt consisting of the financing of insurance premiums; (p) other unsecured Debt of the Loan Parties and their Subsidiaries in an aggregate outstanding amount not at any time exceeding (x) prior to the EBITDA Trigger Date, $5,000,000 and (y) following the EBITDA Trigger Date, $15,000,000; (q) to the extent constituting Debt, earn-out obligations incurred in connection with Permitted Acquisitions, so long as (i) the aggregate amount of all such Debt at any time outstanding (determined by reference to the maximum potential amount of any such Debt if the earn-out obligations become fully-earned) does not exceed $10,000,000 plus the Malka Earn-Out, the Malka Make-Whole and the Even Financial Earn-Out and (ii) any such earn-out obligations other than the Malka Earn-Out, the Malka Make-Whole and Even Earn-Out are subordinated in right of payment to the Obligations; (r) Debt constituting taxes, assessments, municipal or other governmental charges to the extent non-payment of any such amounts does not otherwise constitute a Default or Event of Default; (s) unsecured Debt to trade creditors and pursuant to credit cards incurred in the ordinary course of business; (t) Debt incurred as a result of endorsing negotiable instruments received in the ordinary course of business; (u) Debt secured by Liens permitted under Section 11.2(c); (v) to the extent constituting Debt, Investments permitted pursuant to Section 11.9; (w) Debt comprised of letters of credit and other credit support obligations in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt10,000,000 which, if secured, is secured only by a Lien Liens permitted by pursuant to Section 6.2(l11.2(s); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance;. (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments any obligations incurred under ERISA or under any employee consulting agreements, (ii) accrued expenses, trade accounts payable, accruals for collection payroll and other liabilities accrued in the ordinary course of businessbusiness (including on an intercompany basis) and (iii) liabilities associated with customer prepayments and deposits; (jy) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be any Permitted Convertible Debt; (z) any Incremental Equivalent Debt; and (aa) extensions, refinancings, modifications, amendments and restatements of any items of Debt incurred pursuant to (a), (b), (c), (l), (m), (q), (t), (w), (y) and (xz) at any time above, provided that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof is not increased. To the extent Debt which is permitted to be incurred hereunder is incurred directly by a Loan Party or other Person and guaranteed by another Loan Party or any other Person the guarantee of such Debt shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise be permitted under the preceding provisions of this Section 6.1; provided that11.1 and this Agreement, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timewithout duplication.

Debt. No Loan Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or in any manner become liable, directly, indirectly, or contingently in respect ofsuffer to exist, any Debt other than the following (collectivelyDebt, the “Permitted Debt”):except (ai) Debt under the ObligationsLoan Documents; (bii) intercompany unsecured Intercompany Debt permitted by Section 5.02(f)(v); provided that such Debt (A) is subordinated in right of payment to the Debt of the Borrower under this Agreement and its Notes and (B) does not contravene any other contractual restriction binding on or affecting the indebted Person; (iii) Debt secured by any Lien permitted by Section 5.02(a)(v) or (vi); (iv) unsecured Debt incurred in the ordinary course of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to for the Obligations and is also permitted under Section 6.3deferred purchase price of property or services, maturing within one year from the date created; (cv) Debt of any Subsidiary consisting of sureties (A) guarantees by endorsement of negotiable instruments for deposit or bonds provided to any Governmental Authority collection or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred similar transactions in the ordinary course of business, as presently conducted business and (yB) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting guarantees of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case obligations of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to or any such issuance; (ii) the Availability shall not be less than 25% Subsidiary of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assetsBorrower; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, consisting of obligations as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vilessee permitted by Section 5.02(c); (vii) no Default Debt consisting of reimbursement or Event other obligations with respect to letters of Default is occurring at the time of, credit which do not support in any way Debt of a Person other than such Borrower or would occur as a result of, any such issuanceof its Subsidiaries; (viii) unsecured Debt, evidenced by promissory notes or other instruments (including Commercial Paper), sold, issued or incurred by the agreement Borrower from time to time after the date hereof ranking pari passu with or indenture governing any such debt shall not have any restriction subordinated in right of payment to the Debt of the Borrower under this Agreement and its Notes (the "Additional Unsecured Debt" of the Borrower); provided that (A) on all Unsecured Debt Documents shall have been delivered to the ability Agent and the Lenders, together with such other information relating to the sale, issuance or incurrence of the Borrower Additional Unsecured Debt as any Lender through the Agent shall have reasonably requested, at least 20 days prior to the sale, issuance or any incurrence of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligationssuch Additional Unsecured Debt, or (B) on such Unsecured Debt Documents shall be in form and substance and contain terms and provisions satisfactory to the ability Agent and the Majority Lenders (including, unless the Net Cash Proceeds of the Borrower sale, issuance or any incurrence of its Subsidiaries such Additional Unsecured Debt have previously been applied to amendrepay in full all amounts outstanding under this Agreement, modify, restate or otherwise supplement this Agreement or the Notes and the other Loan Documents; (ix) upon Documents after termination of the issuance Lenders' Commitments, terms and provisions providing for scheduled amortization of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance not more than 25% of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien such Additional Unsecured Debt prior to December 31, 2005), (C) the Borrower shall have entered into such amendments to this Agreement and the other Loan Documents as the Agent and the Lenders shall have reasonably requested as a condition precedent to their approval of the terms and conditions of the Additional Unsecured Debt, (D) 100% of the Net Cash Proceeds of the sale, issuance or incurrence of such Additional Unsecured Debt are used to prepay the A Advances in accordance with Section 2.10(b)(iii) and to reduce the respective Commitments of the Lenders pursuant to Section 2.05, (E) the representations and warranties contained in Section 4.01 and in each other Loan Document shall be true and correct on and as of the date of sale, issuance or incurrence of the Additional Unsecured Debt, before and after giving effect to such sale, issuance or incurrence, as though made on and as of such date and (F) no event shall have occurred and be continuing, or would result from the sale, issuance or incurrence of the Additional Unsecured Debt or any other action or transaction contemplated thereby, which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; or (ix) any extension, refunding or renewal of any Debt permitted by clauses (i), (ii), (iv), and (vii) hereof, and any extension or renewal of any Debt permitted by clause (viii) hereof, not resulting in an increase in the principal amount then outstanding or change in any direct or contingent obligor thereof; provided that the aggregate principal amount of Debt referred to in clauses (iv), (v)(B), (vi) and (vii) shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be 10,000,000 at any one time outstanding if any Permitted Notes have been issued or are outstanding; (iii) for the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30Borrower and its Subsidiaries, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timeConsolidated basis.

Debt. No Loan Party shallThe Parent will not create or suffer to exist, nor shall it and will not permit any of its Subsidiaries to, Restricted Subsidiary to create, assume, incur, assume or in any manner become liable, directly, indirectly, or contingently in respect ofsuffer to exist, any Debt other than the following (collectivelyexcept as set forth below, the “all of which shall be "Permitted Debt”):": (a) Debt of the ObligationsParent, the Borrower and the Affiliate Guarantors to the Banks and the Agent evidenced by any Loan Document; (b) intercompany in addition to Debt otherwise permitted to be incurred in by the ordinary course Parent or any Restricted Subsidiary, as the case may be, by this Section 10.2, unsecured Debt of business owed the Parent or any Restricted Subsidiary to Persons (other than the Parent or any Subsidiary) (other than the type of Debt permitted by any Loan Party to any the other Loan Partysubsections hereof); provided that (i) at no time shall the aggregate outstanding principal amount of all such Debt is subordinated to of the Obligations Parent and is also the Restricted Subsidiaries permitted under by this Section 6.310.2(b) exceed U.S. $50,000,000, (ii) such Debt shall not be 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 those set forth in the Loan Documents; (c) unsecured Debt of the Parent to the Borrower or 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 consisting to the Parent, the Borrower or any Affiliate Guarantor and unsecured Debt of sureties or bonds provided any Non-Guaranteeing Restricted Subsidiary to any Governmental Authority other Non-Guaranteeing Restricted Subsidiary; provided that (i) in each case the term and provisions of such Debt shall be subject to Section 10.8, (ii) any such unsecured Debt of the Parent, the Borrower or other Person any Affiliate Guarantor shall be expressly subordinated in form and assuring payment substance satisfactory to the Agent to the Obligations, (iii) any such unsecured Debt is incurred when no Default or Event of contingent liabilities 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 Affiliate Guarantors shall be subject to Section 10.5(i) and shall be evidenced by promissory notes pledged as a Loan Party in connection with lien to the operation of its Oil and Gas PropertiesAgent to secure the Obligations, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligationswhich shall be a first priority lien except for Liens permitted by Section 10.1(i); (d) purchase money indebtedness and Capital Leases Capitalized Lease Obligations of the Parent or any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any timeRestricted Subsidiary; provided that at no Loan Party may enter into additional indebtedness time shall the aggregate outstanding amount of Debt of the type described in Parent and its Restricted Subsidiaries incurred pursuant to this clause (dSection 10.2(d) if exceed 5% of Consolidated Net Worth, as measured on a Default is continuing or entering into pro forma basis at the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtednesseach incurrence; (e) Hedging Arrangements Debt relating to the extent not prohibited Sale and Lease-Back Transactions permitted under Section 6.1510.6(c); (f) Debt of the Parent or any Restricted Subsidiary incurred to finance the acquisition, construction, development or improvement of any fixed or capital assets (excluding Capital Lease Obligations, Debt related to Sale and Lease-Back Transactions and Debt of the type 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 (f) shall not exceed 4% of Consolidated Net Worth, as measured on a pro forma basis at the time of each such incurrence; (g) other unsecured Debt of the Parent or any Restricted Subsidiary to Persons (other than the Parent or any Subsidiary) (other than the type of Debt permitted under the other subsections hereof) provided that (i) such Debt shall not be securedrequire any principal payment, except such Debt owing repurchase, redemption or defeasance prior to (or the deposit of any payment or property or sinking fund payment in respect of), or have a Swap Counterparty that is secured under maturity shorter than, two years after the Loan DocumentsMaturity Date, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance be on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are terms no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to (iii) 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 (vi); (vii) no incurred when a Default or Event of Default is occurring at the time of, exists or would occur as a result oftherefrom, any and (iv) such issuance; (viii) Debt shall be expressly subordinated to the agreement or indenture governing any such debt shall not have any restriction (A) on the ability payment of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and terms acceptable to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminatedAgent; (h) Second Lien Debt; provided that: (i) Debt of the Parent under the U.S. Revolving Credit Agreement in an aggregate principal amount of Second Lien Debt shall not to exceed U.S. $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30150,000,000, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect including unsecured guarantees thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements unsecured Debt of negotiable instruments for collection one or more Non-Guaranteeing Restricted Subsidiaries under one or more revolving credit facilities, 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 the ordinary course of businessParent or any such Subsidiaries; (j) Debt owing to insurance providers and arising 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 or in connection with such Acquisition, (ii) the financing aggregate outstanding principal amount of insurance premium paymentsall 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 described in 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) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debtshall not exceed U.S. $30,000,000 at any time outstanding; (l) (x) at the Hedging Obligations of the Parent and any time Restricted Subsidiary that are incurred for the purpose of fixing or hedging interest rate or 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 Second Lien Loan Documents are in effect, unsecured notional principal amount of any such Hedging Obligation does not exceed the principal amount of the Debt not otherwise permitted under the preceding provisions of this Section 6.1or any receivable or liability to which such Hedging Obligation relates; provided thatthat such obligations are entered into in the ordinary course of business to hedge or mitigate risks to which the Parent or any Restricted Subsidiary is exposed in the conduct of its business or the management of its liabilities; and (m) 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 outstanding principal amount thereof shall not of Debt (excluding Debt permitted by Section 10.2(a), (c), (i) and (l)) of the 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 (y5) at any time that which is Debt of the Second Lien Loan Documents are not Parent or a Restricted Subsidiary consisting of a reimbursement obligation in effect, Debt not otherwise permitted under the preceding provisions respect of this Section 6.1; provided that, the aggregate outstanding principal amount thereof a letter of credit or similar instrument shall not exceed $5,000,000 at any timebe deemed to be incurred when such letter of credit or similar instrument is issued.

Debt. No Loan Party shallCreate, nor shall it permit any of its Subsidiaries to, createincur, assume, incurpermit, guarantee, or in any manner otherwise become liableor remain, directly, directly or indirectly, or contingently in liable with respect ofto any Debt, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the Obligations; (b) intercompany Debt incurred in the ordinary course of business owed evidenced by any Loan Party to any other Loan Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or and the other Loan Documents; (ixb) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30by any Loan Party, 2015) or provided that at the Leverage Ratio (in the case time of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and after giving pro-forma effect thereto, the corresponding reduction to the Borrowing Base pursuant to Borrower would be in compliance with Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) 6.13 and so long as no principal amount Unmatured Event of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default has occurred and is occurring continuing at the time ofof such incurrence;, provided further, that the Loan Parties shall cause any Debt incurred pursuant to this clause (b) and owed to any Subsidiary or would occur any other Subordinated Creditor (as a result of, any such issuancedefined in the Intercompany Subordination Agreement) to be subordinated to the Loans on substantially the same terms as set forth in the Intercompany Subordination Agreement; (xc) Contingent Obligations resulting from the agreement or indenture governing any such debt shall not have any restriction on the ability endorsement of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (d) Debt of (i) any Subsidiary to Borrower or to any Guarantor, (ii) Borrower or any Guarantor to any other Borrower or any Guarantor, or (iiia Loan Party, (ii) any Loan Party to any other Loan Party, (iii) any Restricted Subsidiary of a Loan Party to any other Restricted Subsidiary of a Loan Party or (iv) any Subsidiary that is not a Restricted Subsidiary of a Loan Party to any other Subsidiary that is not a Loan Party; (e) Debt which may be deemed to exist pursuant to any performance bonds, surety bonds, statutory bonds, appeal bonds or similar obligations incurred in the ordinary course of business; (f) Debt in respect of netting services, overdraft protections and otherwise in connection with deposit accounts incurred in the ordinary course of business; (g) guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Loan Parties and their Subsidiaries; (h) Debt of a Loan Party or any of its Subsidiaries under any Hedging Agreement so long as such Hedging Agreements are used solely as a part of its normal business operations as a risk management strategy or hedge against changes resulting from market operations and not as a means to speculate for investment purposes on trends and shifts in financial or commodities markets; (i) Debt of any Loan Party or Subsidiary under Back-to-Back Lending Facilities, in an aggregate principal amount not to exceed $50,000,000; (j) Debt owing to insurance providers and arising incurred in connection with the financing ordinary course of insurance premium paymentsbusiness under incentive, non-compete, consulting, deferred compensation, or other similar arrangements incurred by any Loan Party or Subsidiary; (k) Debt described incurred in clause (k) the ordinary course of the definition thereof business with respect to the extent such guaranty obligations are made by one Loan Party in respect financing of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debtinsurance premiums; (l) Debt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made hereunder; and (xm) other Debt of the Subsidiaries (other than any Loan Party) in an aggregate principal amount for all such Subsidiaries not to exceed $40,000,000 at any one time and so long as no Unmatured Event of Default or Event of Default has occurred and is continuing at the time of incurrence of any such other Debt; (n) Debt (not to exceed $200,000,000 for all such Foreign Subsidiaries at any one time) incurred by any ForeignCLO Management Subsidiary in connection with, or otherwise to finance (directly or indirectly) any Investment made to comply with any regulatory requirements (including, without limitation, risk retention requirements) provided that any such Debt is non-recourse to the Second Lien Borrower or any Loan Documents are Party or any Restricted Subsidiary (provided, no Subsidiary other than a Foreignthat an Unrestricted Subsidiary shall only be liable for such Debt except to the extent such Debt is permitted pursuant to clause (mp) aboveof this Section 6.1); (o) guaranties by Loan Parties or other Subsidiaries in effectrespect of real estate lease obligations incurred in the ordinary course of business; and (p) Debt (not to exceed $300,000,000 at any one time) incurred by any Unrestricted Subsidiary provided that any such Debt is non-recourse to any Loan Party or any Restricted Subsidiary (provided, unsecured that a CLO Management Subsidiary shall only be liable for such Debt not otherwise to the extent such Debt is permitted under the preceding provisions pursuant to clause (n) of this Section 6.1); provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any time.and

Debt. No Loan Party shallThe Borrower will not, nor shall will it permit any of its Subsidiaries to, create, assume, incur, assume or in any manner become liable, directly, indirectly, or contingently in respect of, suffer to exist any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Debt pursuant to this Agreement or the ObligationsExisting Credit Agreement; (b) intercompany Debt Current liabilities of the Borrower or its Subsidiaries incurred in the ordinary course of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to extended in connection with the Obligations normal purchases of goods and is also permitted under Section 6.3services; (c) Debt of any Person that becomes a Subsidiary consisting of sureties the Borrower, to the extent such Debt is outstanding at the time such Person becomes a Subsidiary of the Borrower and was not incurred in contemplation thereof, and Debt assumed by the Borrower or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party Subsidiary in connection with the operation its acquisition (whether by merger, consolidation, acquisition of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid all or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness substantially all of the type described in this clause (d) if a Default is continuing assets or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time acquisition that the Second Lien Loan Documents would prohibit the incurrence of Debt results in the form ownership of purchase money indebtednessgreater than fifty percent (50%) of the Capital Stock of a Person) of another Person and, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15in each case, Debt refinancing, extending, renewing or refunding such Debt; provided that (i) the principal amount of such Debt is not increased (other than to provide for the payment of any underwriting discounts and fees related to any refinancing Debt as well as any premiums owed on and accrued and unpaid interest related to the original Debt); and (ii) at the time of and immediately after giving effect to the incurrence or assumption of such Debt or refinancing Debt and the application of the proceeds thereof, as the case may be, the aggregate principal amount of all such Debt, and of all Debt previously incurred or assumed pursuant to this Section 7.09(c), and then outstanding, shall not exceed 50% of Consolidated EBITDA for the period of four full consecutive fiscal quarters of the Borrower and its Subsidiaries (and such Person on a pro forma basis) then most recently ended; (d) Debt in the form of Taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not be secured, except past due; (e) all obligations of such Debt owing to a Swap Counterparty that is secured Person arising under the Loan Documents, letters of credit (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, standby and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangementscommercial); (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to solely resulting from a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors pledge of the Loan Parties for goods membership interests or services, and (iii) current operating liabilities (other than for borrowed money) which equity interests in each case is (x) incurred in a Designated Joint Venture owned by the ordinary course Borrower or a Subsidiary securing indebtedness of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; andDesignated Joint Venture; (g) other Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30Borrower so long as, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; 7.02 (ii) the Availability shall not be less than 25% and Debt of the then existing Borrowing BaseBorrower outstanding on the Closing Date so long as, after giving effect to the incurrence of such any Debt to be incurred on the Closing Date and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount use of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect proceeds thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced is in accordance compliance with and to the extent required by Section 2.2(e7.02); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) other Debt of the aggregate principal amount Subsidiaries of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30Borrower so long as, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall of all Debt outstanding under this clause (h) does not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions 15% of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timeConsolidated Net Tangible Assets.

Debt. No Loan Party shallThe Borrower will not, nor shall it and will not permit any of its Subsidiaries Restricted Subsidiary to, incur, create, assumeassume or suffer to exist any Debt, incur, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the Obligations;Notes, the Loans or other Indebtedness arising under the Loan Documents or any Swap Agreement with a Secured Swap Provider or any other Approved Counterparty or any guaranty of or suretyship arrangement for the Notes, the Loans or other Indebtedness arising under the Loan Documents or any Swap Agreement with a Secured Swap Provider. (b) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected on Schedule 9.02. (c) [Reserved]. (d) Debt under Capital Leases and purchase money Debt not to exceed the greater of (i) $1,000,000 and (ii) five percent (5%) of the Borrowing Base in effect at such time, in each case, in the aggregate at any one time outstanding. (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt incurred in between the ordinary course of business owed Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by any Loan Party to any other Loan PartySection 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 Obligations and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance Indebtedness on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those terms set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi);Guaranty Agreement. (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (ig) endorsements of negotiable instruments for collection in the ordinary course of business;. (jh) Debt owing to insurance providers and arising incurred in connection with the financing of insurance premium payments;premiums in the ordinary course of business. (ki) Specified Additional Debt; provided that (i) after giving effect to the incurrence of such Debt, no Event of Default shall have occurred and be continuing, (ii) such Debt described in clause does not have any scheduled principal payments, mandatory redemption (k) except as a result of a change of control or asset sale so long as any rights of the definition thereof holders of such Debt upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and termination of all Commitments) or maturity date until the date that is one hundred and eighty (180) days following the Maturity Date, (iii) on the same day as the incurrence of such Debt, the Borrowing Base shall be adjusted to the extent required by Section 2.07(f) and prepayment is made to the extent required by Section 3.04(c)(iii) and no Borrowing Base Deficiency would then exist after giving effect to such guaranty obligations adjustment and prepayment, (iv) after giving pro forma effect to the incurrence of such Specified Additional Debt (and any concurrent repayment, redemption or satisfaction and discharge of Debt with the proceeds of such incurrence), the Borrower is in pro forma compliance with Section 9.01(a)(i)), (v) such Debt shall have no financial covenants which are made not also contained in this Agreement (including after giving effect to an amendment of this Agreement to add such financial covenants) and any such financial covenants shall be no more restrictive than those contained in this Agreement, (vi) the non-financial covenants applicable to such Debt are no more restrictive, taken as a whole, than the non-financial covenants contained in this Agreement (as determined by one Loan Party the Borrower in respect good faith), and (vii) no Subsidiary of permitted obligations of another Loan Party; provided that the Borrower (other than a Guarantor) is an obligor under such guaranty would otherwise be Permitted Debt; (lj) other Debt not to exceed, in the case of this clause (xj), the greater of (i) $1,000,000 and (ii) five percent (5%) of the Borrowing Base in effect at such time, in each case, in the aggregate principal amount at any one time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timeoutstanding.

Debt. No Loan Party shallThe Borrower will not, nor shall will it permit any Subsidiary of its Subsidiaries the Borrower to, incur, create, assumeassume or permit to exist any Debt, incur, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Debt to the ObligationsLenders pursuant to the Loan Documents; (b) intercompany 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 owed to the Borrower or another Subsidiary; (d) Guarantees and other Debt incurred in the ordinary course of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to pluggingsurety and appeal bonds, facility removal performance and abandonment of its Oil return-of-money bonds, banker’s acceptances and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness similar obligations including those of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtednessSection 11.2(f); (e) Hedging Arrangements to the extent not prohibited under Debt secured by Liens permitted by Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements11.2(g); (f) Debt of the type described in clause (j) of the form definition of Debt; (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) accounts payable to trade creditors (A) unsecured Debt arising under, created by and consisting of Treasury Management Agreements or Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for goods or services the purpose of hedging actual risk and not for speculative purposes and (ii) payment obligations that each counterparty to such Hedge Agreement shall be a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment Lender (or an Affiliate thereof) or shall be rated at least AA- by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods Standard and Poor’s Rating Service or servicesAa3 by ▇▇▇▇▇’▇ Investors Service, Inc., and (iiiB) current operating liabilities unsecured Debt arising under Bond Hedge Transactions; (other than j) Debt arising from endorsement of negotiable instruments for borrowed moneydeposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) which in each case is Debt consisting of letters of credit and reimbursement obligations therefor (xand Guarantees of such reimbursement obligations) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; andCHAR1\1991350v2 (gl) Guarantees of Debt consisting to the extent such Debt is otherwise permitted by this Section 11.1; (m) in addition to the Debt described in the foregoing clauses (a) through (l), other Debt of senior unsecured notes issuances (the “Permitted Notes”)Borrower and the Guarantors; provided that: that (i) at the Net Leverage Ratio (in the case time of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is shall be in pro forma compliance with Section 6.16(b) Article 12 as of the date of and after giving effect to any such issuance; incurrence and (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) extent such Debt is not secured by any Lien; (iv) no principal amount of secured, such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which Liens are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required permitted by Section 2.2(e11.2(n); and (xn) any issuance in addition to the Debt described in the foregoing clauses (a) through (l), other Debt of Debt pursuant to this Section 6.1(gSubsidiaries of the Borrower that are not Guarantors which does not exceed 10 percent (10.0%) shall be applied to repay any Second Lien Debt of the Borrower’s Tangible Net Worth in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if at any Permitted Notes have been issued or are time outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and ; provided that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations Debt is secured, such Liens are made permitted by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any time11.2(n).

Debt. No Loan Party shallIt will not, nor shall it and will not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, create, assume, incur, guarantee or in suffer to exist any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the ObligationsObligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Obligations arising under the Loan Documents; (b) intercompany Debt accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course Ordinary Course of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated Business to the Obligations extent, in each case, not past due for more than sixty (60) days after the date on which such accounts payable, accrued expenses, liabilities or other obligations were created or incurred unless being contested in good faith by appropriate action and is also permitted under Section 6.3for which adequate reserves have been maintained in accordance with GAAP; (c) Permitted Purchase Money Debt; (d) Debt of any Subsidiary consisting of sureties arising from performance or appeal bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party surety obligations required by Applicable Law in connection with the operation of its Oil the Properties of any Borrower or any Restricted Subsidiary and Gas Properties, including in the Ordinary Course of Business; (e) to the extent permitted by Section 10.2.4(d) and with respect to pluggingForeign Subsidiaries, facility removal Section 10.2.4(k), (i) intercompany Debt between the Borrowers, between any Borrower and abandonment any Restricted Subsidiary (other than Excluded Subsidiaries) or between Restricted Subsidiaries (other than Excluded Subsidiaries); provided, that all such Debt (other than sales of its Oil Hydrocarbons in the Ordinary Course of Business) shall be (A) evidenced by a master intercompany note, in form and Gas Propertiessubstance reasonably satisfactory to Administrative Agent (the “Intercompany Note”), worker’s compensation claimsand (B) unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Intercompany Note, (ii) intercompany Debt owing by any Borrower or any Restricted Subsidiary to any Excluded Subsidiary, performancePHR or any Future Intermediation Subsidiary, bid provided that such Debt is evidenced by the Intercompany Note to which such Excluded Subsidiary, PHR or other surety any Future Intermediation Subsidiary is a party and is unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Intercompany Note or (iii) intercompany Debt owing by an Excluded Subsidiary to any Borrower or bond obligationsa Restricted Subsidiary, provided that such Debt is evidenced by an Intercompany Note; (df) purchase money indebtedness Debt incurred in connection with Environmental and Capital Leases Necessary Capex in an amount not to exceed the greater of $50,000,000 and 2.0% of Consolidated Net Tangible Assets (as defined in the Secured Note Indenture) at the time incurred, at any time outstanding in the aggregate; (g) Debt owing to insurance companies (or their affiliates) or to finance companies, to finance insurance premiums payable to insurance companies in connection with insurance policies purchased by a Borrower or a Restricted Subsidiary in the Ordinary Course of Business; (i) Debt with respect to the Secured Notes made on the Closing Date pursuant to the Secured Notes Indenture in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents300,000,000, (ii) such Debt shall not obligate constituting Pari Passu Lien Hedge Agreements (as defined in and permitted under the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, Secured Notes Indenture) and guarantees thereof and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) Secured Notes issued after the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan DocumentsClosing Date, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect subject 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 (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee Secured Notes being permitted under the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e)Indenture; (i) endorsements of negotiable instruments for collection in Borrowed Money set forth on Schedule 10.2.1(i), but only to the ordinary course of businessextent outstanding on the Closing Date; (j) Debt owing with respect to insurance providers and arising Bank Products incurred in connection with the financing Ordinary Course of insurance premium paymentsBusiness; provided that any Bank Products constituting Hedging Agreements are permitted by Section 10.2.13; (k) Debt described that is in clause existence when a Person becomes a Restricted Subsidiary or that is secured by an asset (kother than Accounts) when acquired by a Borrower or a Restricted Subsidiary (in each case other than an Intermediation Facility), as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and as long as such Debt (i) was assumed by the definition thereof Borrower or a Restricted Subsidiary in connection with a Permitted Acquisition or (ii) is in an aggregate principal amount for all such Debt not to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debtexceed $10,000,000; (l) Permitted Contingent Obligations; (xm) at Refinancing Debt (other than an Intermediation Facility) as long as each Refinancing Condition is satisfied; (n) Permitted Unsecured Debt that is contractually subordinated to the Obligations in an aggregate principal amount not to exceed $50,000,000; (o) the unsecured guarantee by the Company of any time that Intermediation Facility on substantially the Second Lien Loan Documents are same terms as its unsecured guarantee of the ▇. ▇▇▇▇ Intermediation Agreement in effecteffect on the Closing Date; (p) obligations relating to net Hydrocarbon balancing positions arising in the Ordinary Course of Business; (q) Debt incurred in connection with any Hawaii Retail Property Sale and Leaseback Transaction (including Debt represented by Capital Leases), unsecured and any amendments, renewals, extensions, refundings, restructurings, replacements or refinancings of such Debt, in whole or in part, and whether with the original counterparties to such Hawaii Retail Property Sale and Leaseback Transaction or one or more replacement or additional counterparties; and (r) Debt under any Sale and Leaseback Transaction in an aggregate principal amount not otherwise permitted under to exceed the preceding provisions greater of this Section 6.1(a) $35,000,000 and (b) 5.0% of the Company’s Consolidated Net Tangible Assets (as defined in the Secured Notes Indenture) and any refinancing, refunding, renewal or extension of any such Debt; provided that, except to the aggregate outstanding extent otherwise permitted hereunder, the principal amount of any such Debt is not increased above the principal amount thereof shall not exceed $2,000,000 at any timeoutstanding immediately prior to such refinancing, refunding, renewal or extension and (y) at any time that the Second Lien Loan Documents direct and contingent obligors with respect to such Debt are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timechanged.

Debt. No Loan Party shallCreate, nor shall it permit any of its Subsidiaries to, createincur, assume, incur, guarantee or in any manner way become liable, directly, indirectly, or contingently in respect of, liable for any Debt other than the following (collectively, the “Permitted Debt”):except: (ai) Debt represented by the ObligationsTransaction Documents; (bii) intercompany Debt incurred in the ordinary course of business owed or indebtedness owing by any Loan Credit Party to any other Loan another Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e)unsecured; (iii) such any guarantee by the Credit Parties of Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment ▇▇▇ under and in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Permitted Refinancing Debt in full and respect of the Second Lien Loan Documents shall be simultaneously terminated; Agreement), so long as (ha) Second Lien Debt; provided that: the Intercreditor Agreement is in full force and effect, and (iii) the aggregate principal amount of the Debt that is guaranteed by any Credit Party in respect of the Second Lien Loan Agreement (or any Permitted Refinancing Debt in respect thereof) shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance175,000,000; (iv) the Availability Debt or indebtedness of any Obligor or any of its Subsidiaries permitted under paragraphs 7C(3)(xiv), 7C(3)(xv), 7C(3)(xxiii), and 7G; provided, that each threshold contained in paragraph 7G shall be read as a concurrent limitation upon Priority Debt permitted thereby to any applicable threshold contained in this Section 7C(2), and not be less than 25% of the then existing Borrowing Base, after giving effect in any way additive to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to any threshold contained in this Section 2.2(e7C(2); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any Obligors and their Subsidiaries consisting of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection trade payables incurred in the ordinary course of business; (jvi) (a) Debt owing of the Obligors and their Subsidiaries constituting Capitalized Lease Obligations, (b) other Debt of any Obligor or its Subsidiaries to insurance providers and arising in connection with finance the financing purchase price or cost of insurance premium payments; property acquired, constructed or improved by such Obligor or such Subsidiary after the Closing Date, or (kc) Debt described secured by Liens existing on any property of any Person at the time it becomes a Subsidiary, or existing prior to the time of acquisition upon any property acquired by an Obligor or any of their respective Subsidiaries through purchase, merger, or consolidation or otherwise, and assumed by such Obligor or such Subsidiary, in clause (k) of the definition thereof each case to the extent such guaranty obligations Liens are made by one Loan Party in respect permitted under clause (v) of permitted obligations of another Loan Party; paragraph 7C(1), provided that the aggregate principal amount of all such guaranty would otherwise be Permitted Debt; Debt described in subclauses (la), (b) and (xc) of this clause (vi) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 5,000,000; (vii) Debt or indebtedness secured by Liens permitted under clauses (iv) and (vii) of paragraph 7C(1) (provided, in the case of Liens permitted under clause (vii) of paragraph 7C(1) that renew, extend or refund any Lien permitted under clause (v) of paragraph 7C(1), that such Liens shall be permitted only to the extent permitted by the proviso to clause (vii) of paragraph 7C(1) and to the extent the Debt or indebtedness secured thereby is permitted under clause (vii) of this paragraph 7C(2)); (viii) unsecured Debt in respect of the reimbursement obligations of letters of credit issued or in respect of worker’s compensation arrangements not to exceed $5,000,000 outstanding at any time, ; and (ix) unsecured Debt (other than the Debt permitted by clause (iii) of paragraph 7C(2) hereof) which is subordinated to the Secured Obligations on terms and (y) at any time that conditions satisfactory to the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timeRequired Holders.

Debt. No Loan Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of ---- its Subsidiaries to, to create, assume, incur, assume or in any manner become liable, directly, indirectly, or contingently in respect ofsuffer to exist, any Debt other than the following (collectively, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt incurred in the ordinary course of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided thatthan: (i) the Net Leverage Ratio (in the case of the Borrower and the other Loan Parties, Debt incurred pursuant to the Loan Documents; (ii) unsecured Debt (v) of the Borrower to any issuance on of its Domestic Subsidiaries, (w) of any Domestic Subsidiary of the Borrower to the Borrower or prior any other Domestic Subsidiary of the Borrower, (x) of any Wholly-Owned Foreign Subsidiary of the Borrower to June 30the Borrower or any Domestic Subsidiary of the Borrower; provided, 2015however, that the aggregate of all outstanding unsecured -------- ------- Debt of a Wholly-Owned Foreign Subsidiary of the Borrower to the Borrower or any Domestic Subsidiary of the Borrower and Investments by the Borrower or any Domestic Subsidiary of the Borrower in any Person organized under the laws of any jurisdiction other than the United States of America or any state thereof as permitted pursuant to Section 5.02(e)(i) herein shall not exceed (A) $10,000,000 in any Fiscal Year or (B) in any event, $15,000,000 in the Leverage Ratio aggregate outstanding at any time, (y) of any Wholly-Owned Foreign Subsidiary of the Borrower to any other Wholly-Owned Foreign Subsidiary of the Borrower, and (z) of the Borrower or any Domestic Subsidiary of the Borrower to any Wholly-Owned Foreign Subsidiary of the Borrower not to exceed $15,000,000 in the aggregate outstanding at any time; (iii) in the case of the Borrower and any issuance following June 30, 2015of its Subsidiaries: (A) Debt secured by Liens permitted by Section 5.02(a)(iv), as applicablein each case incurred only if, calculated on a pro forma basis immediately after giving effect to the incurrence of such Debtthereof, shall the limit on Capital Expenditures set forth in Section 5.02(p) hereof would not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance;breached; 101 (iiB) the Availability shall not be less than 25% of the then existing Borrowing BaseDebt incurred with respect to Capitalized Leases, in each case incurred only if, immediately after giving effect to the incurrence of such Debt and thereof, the corresponding reduction to the Borrowing Base pursuant to limit on Capital Expenditures set forth in Section 2.2(e)5.02(p) hereof would not be breached; (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viC) the agreement Surviving Debt, and any Debt extending the maturity of, or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth refunding or refinancing, in whole or in part, the Second Lien Loan Documents, as in effect on the Effective DateSurviving Debt; provided that the inclusion of any covenant that is customary principal amount or interest rate with respect to thereto of such type of -------- Surviving Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi)increased above the principal amount thereof outstanding and interest rate existing on the date hereof; (viiD) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any time.

Debt. No Not, and not suffer or permit any Loan Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, assume or in suffer to exist any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than except for the following (collectively, Debt of the “Permitted Debt”):Borrower and/or Loan Party Subsidiaries: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) intercompany Debt incurred in the ordinary course of business owed that is unsecured or secured by any Loan Party to any other Loan PartyLiens permitted by Section 7.2(d); provided that the aggregate principal amount of all such Debt is subordinated to the Obligations and is also permitted under Section 6.3at any time outstanding shall not exceed $50,000; (c) Debt of any Subsidiary consisting of sureties or bonds provided the Borrower to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party that is a Wholly-Owned Subsidiary of the Borrower or Debt of any Loan Party that is a Wholly-Owned Subsidiary of the Borrower to the Borrower or another Loan Party that is a Wholly-Owned Subsidiary of the Borrower; provided that all such Debt shall be evidenced by a global intercompany demand note in connection with form and substance satisfactory to the operation of its Oil Agent and Gas Propertiespledged and delivered to the Agent pursuant to the applicable Collateral Document as additional collateral security for the Obligations, including with respect and the obligations under such demand note shall be subordinated to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligationsthe Obligations hereunder in a manner satisfactory to the Agent; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness Debt described on Schedule 7.1 as of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided thatClosing Date, at and any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtednessPermitted Refinancing thereof; (e) Hedging Arrangements Contingent Obligations arising with respect to the extent not prohibited customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements7.4; (f) Debt in arising from the form honoring by a bank or other financial institution of (i) accounts payable to trade creditors for goods a check, draft or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred similar instrument drawn against insufficient funds in the ordinary course of business, as presently conducted and provided that such Debt is extinguished within two (y2) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; andBusiness Days of notice to the Borrower or the relevant Subsidiary of its incurrence; (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments;premiums in the ordinary course of business; and (kh) Debt described in clause (k) guaranties by the Borrower of the definition thereof to the extent such guaranty obligations are made by one Debt of any Loan Party that is a Wholly-Owned Subsidiary of the Borrower or guaranties by any Subsidiary thereof of the Debt of the Borrower in respect of permitted obligations of another Loan Party; provided that each case so long as such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not is otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and 7.1(a) or (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timeb).

Debt. No Loan Party shall, Neither the Borrower nor shall it permit any of its Subsidiaries towill incur, create, assumeassume or suffer to exist any Debt, incur, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the Obligations;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) intercompany Debt accounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business owed 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 GAAP. (c) intercompany Debt between the Borrower and any Loan Party of its Subsidiaries or between Subsidiaries to any other Loan Partythe extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of their Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance Indebtedness on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those terms set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi);Guaranty Agreement. CREDIT AGREEMENT (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (id) endorsements of negotiable instruments for collection in the ordinary course of business;. (je) Debt owing and any guarantees thereof subordinated in right of payment and liquidation to insurance providers the Indebtedness and arising in connection any guarantees thereof, provided that (i) (A) at the time such Debt is incurred, 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 (and any concurrent repayment of Debt with the financing proceeds of insurance premium payments;such incurrence), (ii) the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding the Borrowing Base as adjusted pursuant to Section 9.02(e)(vii), (iii) such Debt does not have any scheduled amortization prior to four years after the Maturity Date, (iv) such Debt does not mature sooner than four years after the Maturity Date; (v) such Debt and any guarantees thereof are subordinated on terms satisfactory to the Administrative Agent and the Majority Lenders, (vi) such Debt does not have any mandatory prepayment or redemption provisions which would require a mandatory prepayment or repurchase in priority to the Indebtedness and (vii) prior to the incurrence of such Debt, the Majority Lenders shall have the right to adjust the amount of the Borrowing Base to reflect the incurrence of such Debt utilizing the most recently delivered Reserve Reports, and in no event shall the Borrower incur such Debt until the Borrowing Base has been so adjusted or the Borrower has received a written notice from the Administrative Agent notifying the Borrower that the Majority Lenders have elected not to adjust the Borrowing Base. (kf) other Debt described not to exceed $10,000,000 in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) aggregate at any one time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timeoutstanding.

Debt. No Loan Party shallThe Borrower will not, nor shall will it permit any Subsidiary of its Subsidiaries the Borrower to, incur, create, assumeassume or permit to exist any Debt, incur, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) Debt to the ObligationsLenders pursuant to the Loan Documents; (b) intercompany 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 owed to the Borrower or another Subsidiary; (d) Guarantees and other Debt incurred in the ordinary course of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to pluggingsurety and appeal bonds, facility removal performance and abandonment of its Oil return-of-money bonds, banker’s acceptances and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness similar obligations including those of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtednessSection 11.2(f); (e) Hedging Arrangements to the extent not prohibited under Debt secured by Liens permitted by Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements11.2(g); (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and type described in clause (iiij) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in of the ordinary course definition of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; andDebt; (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability behalf of the Borrower or any Subsidiary of its Subsidiaries the Borrower in accordance with the policies issued to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminatedSubsidiary; (h) Second Lien Debt; provided that: (i) Debt secured by the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien Liens permitted by Section 6.2(l); (vi11.2(d) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e11.2(e); (i) endorsements (A) unsecured Debt arising under, created by and consisting of Treasury Management Agreements or 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 ▇▇▇▇▇’▇ Investors Service, Inc., and (B) unsecured Debt arising under Bond Hedge Transactions; (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 letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations) incurred in the ordinary course of business; (jl) Guarantees of Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made Debt is otherwise permitted by one Loan Party this Section 11.1; (m) in respect addition to the Debt described in the foregoing clauses (a) through (l), other Debt of permitted obligations of another Loan Partythe Borrower and the Guarantors; provided that (i) at the time of incurrence of such guaranty would otherwise Debt, the Borrower shall be Permitted Debt;in pro forma compliance with Article 12 as of the date of and after giving effect to such incurrence and (ii) to the extent such Debt is secured, such Liens are permitted by Section 11.2(n); and (n) in addition to the Debt described in the foregoing clauses (a) through (l), other Debt of Subsidiaries of the Borrower that are not Guarantors which does not exceed (1) during the Covenant Restriction Period, $60,000,000 and (x2) thereafter, 10 percent (10.0%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1outstanding; provided thatthat to the extent such Debt is secured, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents such Liens are not in effect, Debt not otherwise permitted under the preceding provisions of this by Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any time11.2(n).

Debt. No Loan (a) The Account Party shallshall not, nor and shall it not permit any of its Subsidiaries to, createincur, assume, incurcreate or suffer to exist any Debt (including any Guarantees of Debt, or in any manner become liable, directly, indirectly, or contingently surety bonds and obligations in respect ofof letters of credit), any Debt other than the following (collectively, the “Permitted Debt”):except for: (ai) Debt under the ObligationsLoan Documents and any Guarantees thereof; (bii) intercompany Debt incurred by a Subsidiary (A) (1) to finance the development, acquisition, construction, operation, maintenance or working capital requirements of a Power Project or any unrelated business operated or managed (including on a joint basis with others), directly or indirectly, by the Account Party and in the ordinary course of business owed by any Loan Party to any other Loan Party; provided that which such Debt is subordinated to the Obligations and is also permitted under Section 6.3; Subsidiary has a direct or indirect interest or (c2) Debt in respect of any Subsidiary consisting letter of sureties or bonds provided to credit issued in replacement of funds on deposit in any Governmental Authority debt service reserve or other Person and assuring payment of contingent liabilities similar account of a Loan Party Power Project in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid which such Subsidiary has a direct or other surety or bond obligations; indirect interest (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing up to a Swap Counterparty that is secured under the Loan Documents, (iimaximum aggregate stated amount of all such letters of credit of all Subsidiaries equal to $100,000,000) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise funds so replaced are received by the Account Party as a result of such funds being used to pay dividends or make distributions on the capital stock of such Subsidiary and any other Subsidiary in connection the chain of ownership between the Account Party and such Subsidiary and (B) that is not also the Debt of, or Guaranteed by, any other Subsidiary with the payment an interest in any other Power Project or unrelated business (except for Debt incurred or assumed by such Banking Services Provider of accounts payable to trade creditors Subsidiaries of the Loan Parties for goods or services, and (iii) current operating liabilities Account Party (other than for borrowed moneySpecified Subsidiaries) which in each case is (x) which, at the time such Debt was incurred or assumed, in the ordinary course of businessaggregate, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be represent less than 2550% of the then existing Borrowing Base, after giving effect Parent Operating Cash Flow (other than Parent Operating Cash Flow attributable to Specified Subsidiaries) for the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(eimmediately preceding four fiscal quarters); (iii) such Debt is not secured by any Lienexisting on the date hereof (other than Debt under the Existing Credit Facility); (iv) no Debt under the Existing Credit Facility; PROVIDED, HOWEVER, that the aggregate principal amount of such Debt matures earlier than six months after at any time outstanding, and the Maturity Dateaggregate amount of commitments under the Existing Credit Facility, shall not exceed $650,000,000 UNLESS (A) the Subsidiary Guaranties are irrevocably released or terminated in their entirety (so that the Existing Credit Facility does not have the benefit of any Guarantees) or (B) the Account Party's obligations hereunder and under the other Loan Documents are equally and ratably guaranteed by the Subsidiary Guarantors pursuant to guaranty agreements in form and substance substantially similar to the Subsidiary Guaranties; (v) such Debt shall not have any amortization owing to the Account Party or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type a Consolidated Subsidiary of Debt and that are triggered upon change in control and sale of all or substantially all assetsthe Account Party; (vi) Debt of the agreement Account Party or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documentsits Subsidiaries representing a refinancing, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type replacement or refunding of Debt permitted by clauses (ii) and (iii) above; PROVIDED that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien such Debt shall outstanding or available will not exceed $430,000,000; be increased at the time of such refinancing, replacement or refunding (iiother than (1) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of Debt ("HAWAII REFINANCING DEBT") refinancing, replacing or refunding Debt of AES Hawaii, Inc. outstanding on May 15, 1997 ("REPLACED HAWAII DEBT") (so long as such Hawaii Refinancing Debt has no scheduled principal repayments, or principal payments at the option of the holder thereof in the absence of the occurrence of specified events, in any Second Lien Debt incurred on or such case in excess of those required under the Replaced Hawaii Debt, prior to June 301, 20152004), an increase of up to $300,000,000 in excess of the aggregate principal amount of Debt that is being refinanced, replaced or refunded to the extent that proceeds in at least the amount of such increase are received by the Account Party as a result of such proceeds being used to pay dividends or make distributions on the capital stock of such Subsidiary and any other Subsidiary in the chain of ownership between the Account Party and such Subsidiary, (2) or the Leverage Ratio (in the case of Debt refinancing, replacing or refunding Debt of the corporations or other entities that hold the Account Party's interest in the Tiszai II and Tiszaipalkonya Power Projects (including, without limitation, Debt of a Subsidiary of the Account Party that does not have a direct or indirect interest in any Second Lien other Power Project, the proceeds of which are used to refinance such Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect of such corporations or other entities and to pay dividends to the incurrence Account Party) outstanding on October 21, 1997, an increase of such Debt, shall not be more than 3.50 up to 1.00 and the Borrower is $85,000,000 in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% excess of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no aggregate principal amount of Debt that is being refinanced, replaced or refunded to the extent that proceeds of at least $45,000,000 are received by the Account Party as a result of such proceeds being used to pay dividends or make distributions on the capital stock of such Subsidiary and any other Subsidiary in the chain of ownership between the Account Party and such Subsidiary and (3) in the case of Debt refinancing, replacing or refunding Debt of Dominican Power Partners, LDC ("DPP") outstanding on October 21, 1997 (including, without limitation, Debt of AES Los Mina Finance Company the proceeds of which are used to refinance such Debt matures earlier of DPP and to pay dividends to the Account Party), an increase of up to $100,000,000 in excess of the aggregate principal amount of Debt that is being refinanced, replaced or refunded to the extent that proceeds of at least $80,000,000 are received by the Account Party as a result of such proceeds being used to pay dividends or make distributions on the capital stock of such Subsidiary and any other Subsidiary in the chain of ownership between the Account Party and such Subsidiary), (B) no obligor shall be liable for any such Debt except to the extent that it was liable for the Debt so refinanced, replaced or refunded (except that (I) AES Los Mina Finance Company may incur Debt the proceeds of which are used to refinance Debt of DPP and pay dividends to the Account Party, (II) a Subsidiary of the Account Party that does not have a direct or indirect interest in any other Power Project may incur Debt the proceeds of which are used to refinance Debt of the corporations or other entities that hold the Account Party's interest in the Tiszai II and Tiszaipalkonya Power Projects and pay dividends to the Account Party, (III) a Subsidiary of the Account Party that does not have a direct or indirect interest in any Power Project other than six months after AES Sul Distribudora Gaucha de Energia S.A. ("AES SUL") may incur Debt the Maturity Dateproceeds of which are used to refinance Debt of AES Sul and (IV) a Subsidiary of the Account Party (the "REFINANCING SUBSIDIARY") that has a direct or indirect interest in a Power Project may incur Debt the proceeds of which are used to refinance Debt of another Subsidiary of the Account Party (the "REFINANCED SUBSIDIARY") that has a direct or indirect interest in such Power Project, PROVIDED that the Refinancing Subsidiary has no direct or indirect interest in any Power Project other than Power Projects in which the Refinanced Subsidiary has a direct or indirect interest) and (C) if any Debt being refinanced, replaced or refunded is subordinated to the Debt of the Account Party hereunder or of any Subsidiary under any Guarantee thereof, such Debt shall be subordinated at least to the same extent; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type Guarantees by the Account Party of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) Debt permitted by clause (ii)(A)(1) above, (y) Debt permitted by clause (ii)(A)(2) above in respect of letters of credit issued in replacement of debt service reserve or other similar accounts related to the agreement AES Hawaii (formerly known as Barbers Point), Shady Point or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and Thames Power Projects and (xiz) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements that the same constitutes a refinancing of negotiable instruments for collection Debt referred to in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) subclause (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and or (y) at any time that the Second Lien Loan Documents are not in effectabove, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any time.clause (vi) above;

Debt. No Loan Party shallNot, nor shall it and not permit any of its the Loan Parties and their Subsidiaries to, create, incur, assume, incuror suffer to exist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than except the following (collectively, the “Permitted Debt”):following: (ai) Obligations under this Agreement and the Obligationsother Loan Documents; (bii) intercompany Debt incurred in of any of the ordinary course Loan Parties (other than Holdings) and their Subsidiaries secured by Liens permitted by Section 9.2.2, and extensions, renewals, replacements, and refinancings thereof, so long as the aggregate amount of business owed by all such Debt at any time outstanding does not exceed $500,000; (iii) Debt of any Loan Party to any other Loan Party; provided , so long as (i) that such Debt is evidenced by a demand note in form and substance reasonably satisfactory to Administrative Agent and pledged and delivered to Administrative Agent pursuant to the Security Documents as additional collateral security for the Obligations, and (ii) the obligations under that demand note are subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and under the Loan Documents (iiiincluding the Obligations of Borrowers under this Agreement) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior a manner reasonably satisfactory to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any LienAdministrative Agent; (iv) no principal amount Debt arising in connection with endorsement of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection deposit in the ordinary course of business; (jv) Debt owing of any Loan Party to any employee, officer, or director or any such Person’s spouse, estate, or estate-planning vehicle to repurchase Equity Interests from that Person upon the death, disability, or termination of employment of that employee, officer of director, so long as the aggregate amount of all such Debt at any time outstanding does not exceed $250,000; (vi) unsecured Hedging Obligations consisting of commodity swap agreements of the Loan Parties (other than Holdings) and their Subsidiaries in an aggregate amount not to exceed $250,000 incurred for bona fide hedging purposes and not for speculation with respect to risks arising in the ordinary course of Borrowers’ business; (vii) Debt described on Schedule 9.2.1 and any extension, renewal, replacement or refinancing thereof so long as the principal amount thereof is not increased; (viii) the Debt to be Repaid (so long as that Debt is repaid on the First Amendment Effective Date with the proceeds of the Acquisition Term Debt); (ix) Contingent Liabilities arising with respect to (i) customary indemnification obligations by any of the Loan Parties (other than Holdings) and their Subsidiaries in favor of purchasers in connection with dispositions permitted under Section 9.2.9, and (ii) the guaranty by any of the Loan Parties (other than Holdings) and their Subsidiaries of a lease, sublease, license, or sublicense entered into in the ordinary course of business by another Loan Party or any Subsidiary thereof; (x) unsecured Debt incurred in respect of netting services, overdraft protection, and other like services, in each case, incurred in the ordinary course of business; (xi) so long as the Acquisition Term Debt is subject to the terms and conditions of the Intercreditor Agreement the Acquisition Term Debt in an aggregate principal amount outstanding under this clause (xi) at any time not to exceed the Term Loan Cap (as defined in the Intercreditor Agreement) at any time outstanding and any permitted Refinancing (as defined in the Intercreditor Agreement) thereof; provided, that, any Acquisition Term Debt that exceeds the Term Loan Cap shall still be permitted hereunder to the extent it constitutes Excess Term Loan Debt (as defined in the Intercreditor Agreement) under the Intercreditor Agreement; (xii) Debt owed to any person or entity providing property, casualty or liability insurance providers and arising to any Borrower or any Subsidiary of any Borrower in connection with the financing of insurance premium paymentsfinancing premiums in the ordinary course of business to the extent not due and payable; (kxiii) unsecured Debt described of any Borrower or any of its Subsidiaries owing to banks or other financial institutions under corporate credit cards issued to officers and employees for business related expenses in clause (k) the ordinary course of the definition thereof business in an aggregate amount not to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debtexceed $375,000 at any time outstanding; (lxiv) [Reserved]; (xv) Debt in the form of Capital Lease obligations or purchase money obligations of any entity that becomes a Loan Party after the date hereof pursuant to a Permitted Acquisition; provided, that (x) such Debt exists at the time such entity becomes such a Subsidiary and is not created in contemplation of or in connection with such entity becoming such a Subsidiary, (y) such Debt is not guaranteed in any respect by any Borrower or Guarantor (other than by any such entity that guaranteed such Debt at the time such entity became a Subsidiary) and (z) such Debt in the aggregate does not exceed $750,000 at any time that outstanding and any renewals, extensions, or refinancings thereof so long as the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall is not increased; (xvi) Debt in an aggregate amount not to exceed $250,000 at any time outstanding in connection with surety or similar bonds, letters of credit and performance bonds obtained in the ordinary course of business of the Borrowers and their Subsidiaries; (xvii) deposits supporting the performance of operating leases in the ordinary course of business in an aggregate amount not to exceed $250,000 at any time outstanding; (xviii) unsecured Debt arising from agreements providing for customary adjustments of purchase price or similar obligations, or from guarantees securing the performance of any Borrower or any Subsidiary of any Borrower pursuant to such agreements, in connection with any Permitted Acquisitions; (xix) cash obligations under incentive, non-compete, consulting, deferred compensation, or other similar arrangements, other than sales commissions, incurred by it in the ordinary course of business in an aggregate amount not to exceed $2,000,000 at any timetime outstanding; (xx) (A) the Green Remedies Seller Note to the extent subject to the Green Remedies Seller Note Subordination Agreement, and (yB) other unsecured seller notes issued by Holdings of up to 150% of the EBITDA of the target for the most recently ended twelve month period for which financial statements have been delivered to Administrative Agent, in an aggregate amount not to exceed $12,000,000 at any time that outstanding to the Second Lien extent subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent and subject to documentation and structure reasonably acceptable to the Administrative Agent and (C) other unsecured earn-outs owing by Holdings of up to 150% of the EBITDA of the target for the most recently ended twelve month period for which financial statements have been delivered to Administrative Agent, in an aggregate amount not to exceed $12,000,000 at any time outstanding the extent subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent and subject to documentation and structure reasonably acceptable to the Administrative Agent; (xxi) Debt consisting of SBA PPP Loans in an aggregate amount not to exceed $1,408,000 at any time outstandingarising under the Permitted ADM Factoring Arrangement; and (xxii) other unsecured Debt of the Loan Documents are not in effect, Debt Parties and their Subsidiaries not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the for herein in an aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timetime exceeding $750,000 at any time outstanding; provided, to the extent any such Debt is in the form of seller notes, earn-out or similar obligations, such Debt shall only be issued by Holdings and shall be subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent.

Debt. No Loan Party shallNot, nor shall it and not permit any of its the Loan Parties and their Subsidiaries to, create, incur, assume, incuror suffer to exist any Debt, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than except the following (collectively, the “Permitted Debt”):following: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) intercompany Debt incurred in of any of the ordinary course Loan Parties (other than Holdings) and their Subsidiaries secured by Liens permitted by Section 11.2(d), and extensions, renewals, replacements, and refinancings thereof, so long as the aggregate amount of business owed by any Loan Party to any other Loan Party; provided that all such Debt is subordinated to the Obligations and is also permitted under Section 6.3at any time outstanding does not exceed $500,000; (c) Debt of any Subsidiary consisting of sureties or bonds provided Loan Party (other than Holdings) to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party (other than Holdings), so long as (i) that Debt is evidenced by a demand note in connection with form and substance reasonably satisfactory to Administrative Agent and pledged and delivered to Administrative Agent pursuant to the operation Collateral Documents as additional collateral security for the Obligations, and (ii) the obligations under that demand note are subordinated to the obligations of its Oil and Gas Properties, the Loan Parties under the Loan Documents (including with respect the Obligations of Borrowers under this Agreement) in a manner reasonably satisfactory to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligationsAdministrative Agent; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise arising in connection with the payment by such Banking Services Provider endorsement of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection deposit in the ordinary course of business; (je) Debt owing described on Schedule 11.1(a) and any extension, renewal, replacement or refinancing thereof so long as the principal amount thereof is not increased; (f) the Debt to insurance providers be Repaid (so long as that Debt is repaid on the Closing Date with the proceeds of the initial Loans under this Agreement); (g) Contingent Liabilities arising with respect to (i) customary indemnification obligations by any of the Loan Parties (other than Holdings) and arising their Subsidiaries in favor of purchasers in connection with dispositions permitted under Section 11.4, and (ii) the financing guaranty by any of insurance premium paymentsthe Loan Parties (other than Holdings) and their Subsidiaries of a lease, sublease, license, or sublicense entered into in the ordinary course of business by another Loan Party or any Subsidiary thereof; (h) Earnout Obligations described on Schedule 11.1(b) and Earnout Obligations of the Loan Parties incurred in connection with Permitted Acquisitions so long as, in the case of Earnout Obligations incurred in connection with Permitted Acquisitions consummated after the Closing Date, unless the Administrative Agent may otherwise agree in its sole discretion, such Earnout Obligations (other than Earnout Obligations in an aggregate amount (based on the maximum amount that may become payable under any applicable Material Contract) not to exceed $1,500,000) are subject to a Subordination Agreement; (i) other unsecured Debt of the Loan Parties and their Subsidiaries in an aggregate outstanding amount not at any time exceeding $500,000; (j) to the extent constituting Debt, cash management obligations and other Debt in respect of cash management services in the ordinary course of business and Debt arising from the endorsement of instruments or other payment items for deposit and the honoring by a bank or other financial institution of instruments or other payments items drawn against insufficient funds; (k) Debt described Hedging Obligations permitted under Section 9.29 in clause (k) of an aggregate amount not to exceed $500,000 with respect to agreements entered into for bona fide hedging purposes and not for speculative purposes, to protect against the definition thereof Loan Parties’ actual exposure to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Partyinterest rates; provided that such guaranty would otherwise be Permitted Debt;and (l) (x) at any time that Debt consisting of the Second Lien Loan Documents are financing of insurance premiums in effect, unsecured Debt not otherwise permitted under the preceding provisions ordinary course of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timebusiness.

Debt. No Other than the Debt, the Loan Parties obligations under the Subordinate Notes, and a Permitted Guaranty, Borrowers shall not and shall not permit any other Loan Party shall, nor shall it permit any of its Subsidiaries to, to create, assume, incur, guaranty or in assume any manner become liable, directly, indirectly, or contingently in respect of, any Debt debt (including without limitation Guaranteed Indebtedness) other than (i) Permitted Trade Payables or (ii) FF&E Financings, in an aggregate amount not to exceed the following (collectively, the “Maximum Permitted Debt”): (a) the Obligations; (b) intercompany Debt incurred in the ordinary course of business owed by Trade Payables/FF&E Financings. Borrowers shall not and shall not allow any Loan Party to permit any other Loan Party; provided that such Debt is subordinated trade payables (including but not limited to Permitted Trade Payables) to be outstanding for more than sixty (60) days. BHOC, BHAC and Bristol shall not modify the Obligations and is also permitted under Section 6.3; (c) Debt terms of the Acquisition Facility in any way which limits the ability or right of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (dw) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement satisfy the terms and conditions of this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) refinance, prepay or repay the Debt, (y) acquire, loan or dispose of any issuance of Debt pursuant to this Section 6.1(gproperty 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) shall be applied to repay any Second Lien Debt in full and the Second Lien otherwise conduct such Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (Party's business, except in the case where the consequences, direct or indirect, of any Second Lien Debt incurred on violation of this covenant could not reasonably be expected to, either individually or prior to June 30, 2015) or the Leverage Ratio (in the case aggregate, cause a Material Adverse Change. Notwithstanding the foregoing, without the consent of the Administrative Agent and the Requisite Lenders, which consent may be withheld in their sole discretion, no Permitted Pledge or Permitted Guaranty may be amended, restated, supplemented or otherwise modified except that Administrative Agent and the Requisite Lenders will not unreasonably withhold their consent to the modification of a Permitted Pledge or a Permitted Guaranty if the purpose of such modification is to cure any 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 Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect Lender. Borrowers shall and shall cause all other Loan Parties to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect make all payments due pursuant to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt FF&E Financings when same are due and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timepayable.

Debt. No Loan Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or in any manner become liable, directly, indirectly, or contingently in respect ofsuffer to exist, any Debt other than the following (collectively, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt incurred in the ordinary course of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided thatthan: (i) the Net Leverage Ratio (in the case of the Borrower and the other Loan Parties, Debt incurred pursuant to the Loan Documents; (ii) unsecured Debt (w) of the Borrower to any issuance on of its Subsidiaries, (x) of any Domestic Subsidiary of the Borrower to the Borrower or prior any other Domestic Subsidiary of the Borrower, (y) of any Foreign Subsidiary of the Borrower to June 30the Borrower or any Domestic Subsidiary of the Borrower; provided, 2015however, that the aggregate of all outstanding unsecured Debt of a Foreign Subsidiary of the Borrower to the Borrower or any Domestic Subsidiary of the Borrower and Investments by the Borrower or any Domestic Subsidiary of the Borrower in any Person organized under the laws of any jurisdiction other than the United States of America or any state thereof as permitted pursuant to Section 5.02(e)(i) herein shall not exceed (1) $7,500,000 in any Fiscal Year, or (2) in any event, $25,000,000 in the Leverage Ratio aggregate outstanding at any time and (z) of any Foreign Subsidiary of the Borrower to any other Foreign Subsidiary; (iii) in the case of the Borrower and any issuance following June 30, 2015of its Subsidiaries: (A) Debt secured by Liens permitted by Section 5.02(a)(iv), as applicablein each case incurred only if, calculated on a pro forma basis immediately after giving effect to the incurrence of such Debtthereof, shall the limit on Capital Expenditures set forth in Section 5.02(o) hereof would not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuancebreached; (iiB) the Availability shall not be less than 25% of the then existing Borrowing BaseDebt incurred with respect to Capitalized Leases, in each case incurred only if, immediately after giving effect to the incurrence of such Debt and thereof, the corresponding reduction to the Borrowing Base pursuant to limit on Capital Expenditures set forth in Section 2.2(e)5.02(o) hereof would not be breached; (iiiC) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (jD) Subordinated Debt owing to insurance providers and arising outstanding on the Closing Date; provided, that no principal shall be payable or paid by the Borrower or any of its Subsidiaries, as the case may be, on the Subordinated Debt until the Obligations under the Loan Documents shall have been repaid in connection with full in cash, but interest on such Subordinated Debt may accrue and, so long as no Default exists, be payable or be paid by the financing of insurance premium paymentsBorrower or its applicable Subsidiary; (kE) unsecured Debt incurred in the ordinary course of business in the form of accounts payable arising from the purchase of property or services, including, without limitation, Inventory acquired for resale; and (F) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timeBank Hedge Agreements.

Debt. No Loan Party shallParent and the Borrowers will not, nor shall it and will not permit any of its Subsidiaries other Credit Party to, incur, create, assumeassume or suffer to exist any Debt, incur, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the Obligations;Notes and the other Indebtedness. (b) intercompany Debt incurred of the Credit Parties that is both (i) existing on the date hereof that is reflected in the ordinary course Financial Statements and (ii) not of business owed by any Loan Party to any other Loan Partya type permitted under clauses (a) through (l) of this Section; provided that the principal amount of such Debt is subordinated to the Obligations and is also permitted under Section 6.3;may not be increased. (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority accounts payable and accrued expenses, liabilities or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to pay the extent that such payment obligations arise in connection with the payment by such Banking Services Provider deferred purchase price of accounts payable to trade creditors of the Loan Parties for goods Property or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) from time to time incurred in the ordinary course of business, as presently conducted and (y) not of which no more than 90 $5,000,000 (in the aggregate) are greater than ninety (90) days past due, unless the date of invoice or delinquent or which are being contested in good faith by appropriate proceedings action and for which adequate reserves for such items have been made maintained in accordance with GAAP; and. (gd) Debt consisting 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 senior unsecured notes issuances the Oil and Gas Properties. CHAPARRAL ENERGY, L.L.C. EIGHTH RESTATED CREDIT AGREEMENT (e) intercompany Debt between any Borrower and any other Borrower so long as the “Permitted Notes”)Equity Interests of each such Borrower have been pledged pursuant to a Pledge Agreement; provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) that such Debt is not secured by held, assigned, transferred, negotiated or pledged to any Lien; (iv) no principal amount Person other than a Borrower for which the Equity Interests of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not Borrower have any amortization or other requirement been pledged pursuant to purchasea Pledge Agreement, redeemand, retireprovided further, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt owed by a Borrower shall be subordinated to the Indebtedness (and each Borrower hereby agrees that if an Event of Default shall have covenants occurred and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documentsbe continuing, as in effect on the Effective Date; provided that the inclusion of such Borrower will not permit any covenant that is customary with respect other Borrower to repay and such type of Debt and that is Borrower will not found in this Agreement shall not be deemed to be more restrictive for purposes of accept payment from any other Borrower of, such indebtedness permitted under this clause (vid) or any part thereof without the prior written consent of Lenders);. (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (if) endorsements of negotiable instruments for collection in the ordinary course of business;. (g) Permitted ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ and Permitted ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, in each case, issued on or prior to January 18, 2007 and guarantee obligations of any Credit Party in respect thereof; provided, that such guarantee obligations are on terms and conditions satisfactory to the Administrative Agent in its sole discretion. (h) Additional Permitted Debt and guarantee obligations of any Credit Party in respect thereof; provided, that (i) such guarantee obligations are on terms and conditions satisfactory to the Administrative Agent in its sole discretion, (ii) the aggregate principal amount of Additional Permitted Debt incurred during the term of this Agreement shall not exceed $300,000,000 and (iii) upon the issuance or incurrence of any Additional Permitted Debt, after giving effect to any Automatic Debt Issuance Redetermination required under Section 2.07(d) and any mandatory prepayment required under Section 3.04(c)(iii), the total Credit Exposures of all of the Lenders does not exceed the Borrowing Base. (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 owing to insurance providers and arising (other than in connection with a loan or lending transaction) incurred in the financing ordinary course of insurance premium payments;business for drilling, completing, leasing and reworking oil, gas and CO2 ▇▇▇▇▇ 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 term debt. (k) Debt described of Real Estate obtained for purposes of (i) building expansion and the refinancing of existing Debt related to real estate at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, and (ii) acquisitions of property for field offices, limited to no more than $17,250,000, in clause the aggregate, secured by real estate (kand specifically no Oil and Gas Properties or other Collateral of the Lenders or Administrative Agent shall be provided by any Credit Party to secure such Debt of Real Estate), and guarantee obligations (on terms and conditions satisfactory to the Administrative Agent in its sole discretion) of the definition thereof to the extent such guaranty obligations are made by one Loan any Credit Party in respect thereof; provided, however, such Debt is subject to Administrative Agent’s prior written approval of permitted obligations the terms and conditions of another Loan Party; provided that any lease of such guaranty would otherwise be Permitted Debt;real estate and the final terms and conditions of the commitment of the lender involved in the acquisition and/or expansion of such real estate. CHAPARRAL ENERGY, L.L.C. EIGHTH RESTATED CREDIT AGREEMENT (l) (x) at Indebtedness which represents an extension, refinancing, or renewal of any time that of the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1foregoing; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal), (ii) the interest rate of such Debt is not increased (except that extensions, refinancings or renewals of Permitted ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ and/or Permitted ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, in each case, issued on or prior to January 18, 2007 may increase the interest rate applicable to such Permitted Bond Debt on the date hereof by no more than three percent (3%) per annum), (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 (and, with respect to Permitted Bond Debt, such extension, refinancing or renewal does not result in any principal amount owing in respect of Permitted Bond Debt becoming due earlier than the date that is 180 days following the Maturity Date), (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 subordinated in right of payment to the Indebtedness, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (m) liabilities on any Swap Agreement permitted hereunder, including those resulting from the requirements of, or compliance with, ASC Topic 815 and ASC Topic 410. (n) other Debt including, without limitation, Equipment and Fixture Financing Debt not to exceed $40,000,000 in the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any one time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timeoutstanding.

Debt. No Loan Party shallNot, nor shall it and will not permit any of its Subsidiaries Subsidiary to, create, assume, incur, assume or in permit to exist any manner become liableDebt, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the ObligationsDebt created hereunder; (b) intercompany (X) Debt incurred existing on the date hereof and set forth in Schedule 10.6 and (Y) Debt existing on the ordinary course date hereof in an amount not exceeding $1,000,000 and extensions, renewals and replacements of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to described in clause (X) or (Y) of this clause (b) that does not increase the Obligations and is also permitted under Section 6.3outstanding principal amount thereof; (c) Debt of the Company to any Subsidiary consisting and of sureties any Subsidiary to the Company or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligationsSubsidiary; (d) purchase money indebtedness and Capital Leases Suretyship Liabilities by the Company of Debt of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at and by any time; provided no Loan Party may enter into additional indebtedness Subsidiary of Debt of the type described in this clause (d) if a Default is continuing Company or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtednessother Subsidiary; (e) Hedging Arrangements Debt of the Company or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Leases and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the extent acquisition thereof, and extensions, renewals and replacements of any such Debt that do not prohibited under Section 6.15increase the outstanding principal amount thereof; provided provided, that (i) such Debt shall not be securedis incurred prior to or within 90 days after such acquisition or the completion of such acquisition, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, construction or improvement and (ii) such the aggregate principal amount of Debt permitted by this clause (e) shall not obligate the Borrower or exceed $10,000,000 at any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangementstime outstanding; (f) Debt in of any Person that becomes a Subsidiary after the form of date hereof; provided, that (i) accounts payable to trade creditors for goods such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, Person becoming a Subsidiary and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Net Leverage Ratio (in the case of any issuance on or prior to June 30, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt permitted by this clause (f) shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if 5,000,000 at any Permitted Notes have been issued or are time outstanding; (iiig) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have Company or any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment Subsidiary as an account party in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale trade letters of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements of negotiable instruments for collection credit in the ordinary course of business; (jh) Other unsecured Debt owing to insurance providers and arising in connection with the financing of insurance premium payments; (k) Debt described in clause (k) of the definition thereof to the extent such guaranty obligations are made by one Loan Party in respect of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) an aggregate principal amount not exceeding $10,000,000 at any time that the Second Lien Loan Documents are in effect, unsecured outstanding; and (i) In addition to other Debt not otherwise permitted under the preceding provisions terms of this Section 6.1; provided that10.6, the Debt incurred with mergers and acquisitions permitted hereunder, up to a maximum aggregate amount outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any time40,000,000.

Debt. No Loan Party shallCreate, nor shall it incur, assume or suffer to exist, or permit any of its Subsidiaries to, to create, assume, incur, assume or in any manner become liable, directly, indirectly, or contingently in respect ofsuffer to exist, any Debt other than the following (collectively, the “Permitted Debt”): (a) the Obligations; (b) intercompany Debt incurred in the ordinary course of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (c) Debt of any Subsidiary consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party in connection with the operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness of the type described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time that the Second Lien Loan Documents would prohibit the incurrence of Debt in the form of purchase money indebtedness, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15; provided that (i) such Debt shall not be secured, except such Debt owing to a Swap Counterparty that is secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangements; (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors of the Loan Parties for goods or services, and (iii) current operating liabilities (other than for borrowed money) which in each case is (x) incurred in the ordinary course of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided thatthan: (i) the Net Leverage Ratio (in the case of the Borrower and the other Loan Parties, Debt incurred pursuant to the Loan Documents; (ii) unsecured Debt (w) of the Borrower to any issuance on of its Subsidiaries, (x) of any Domestic Subsidiary of the Borrower to the Borrower or prior any other Domestic Subsidiary of the Borrower, (y) of any Foreign Subsidiary of the Borrower to June 30the Borrower or any Domestic Subsidiary of the Borrower; provided, 2015however, that the aggregate of all outstanding unsecured Debt of a Foreign Subsidiary of the Borrower to the Borrower or any Domestic Subsidiary of the Borrower and Investments by the Borrower or any Domestic Subsidiary of the Borrower in any Person organized under the laws of any jurisdiction other than the United States of America or any state thereof as permitted pursuant to Section 5.02(f)(i) herein shall not exceed (1) $7,500,000 in any Fiscal Year (except that during the Fiscal Year in which the closing of the operations of Target's Subsidiary located in France occurs, the aggregate amount of all such outstanding unsecured Debt and/or Investments may not exceed $10,000,000), or (2) in any event, $25,000,000 in the Leverage Ratio aggregate outstanding at any time and (z) of any Foreign Subsidiary of the Borrower to any other Foreign Subsidiary; (iii) in the case of the Borrower and any issuance following June 30, 2015of its Subsidiaries: (A) Debt secured by Liens permitted by Section 5.02(a)(iv), as applicablein each case incurred only if, calculated on a pro forma basis immediately after giving effect to the incurrence of such Debtthereof, shall the limit on Capital Expenditures set forth in Section 5.02(p) hereof would not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuancebreached; (iiB) the Availability shall not be less than 25% of the then existing Borrowing BaseDebt incurred with respect to Capitalized Leases, in each case incurred only if, immediately after giving effect to the incurrence of such Debt and thereof, the corresponding reduction to the Borrowing Base pursuant to limit on Capital Expenditures set forth in Section 2.2(e)5.02(p) hereof would not be breached; (iiiC) such the Surviving Debt, and any Debt is not secured by any Lien; (iv) no extending the maturity of, or refunding or refinancing, in whole or in part, the Surviving Debt; provided that the principal amount of such Surviving Debt matures earlier than six months after shall not be increased above the Maturity Dateprincipal amount thereof outstanding on the date hereof; (vD) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated; (h) Second Lien Debt; provided that: (i) the aggregate principal amount of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no principal amount of such Debt matures earlier than six months after the Maturity Date; (vii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); (i) endorsements endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (jE) Subordinated Debt; provided, that no principal shall be payable or paid by the Borrower or any of its Subsidiaries, as the case may be, on the Subordinated Debt owing to insurance providers and arising until the Obligations under the Loan Documents shall have been repaid in connection with full in cash, but interest on such Subordinated Debt may accrue and, so long as no Default exists, be payable or be paid by the financing of insurance premium paymentsBorrower or its applicable Subsidiary; (kF) unsecured Debt described incurred in clause the ordinary course of business in the form of accounts payable arising from the purchase of property or services, including, without limitation, Inventory acquired for resale; (kG) in the case of Borrower or any of its Subsidiaries, Debt of Proposed Businesses, whether secured or unsecured, assumed by Borrower or such Subsidiary, as the definition thereof to the extent such guaranty obligations are made by one Loan Party case may be, in respect of permitted obligations Permitted Acquisitions not to exceed, for any such Permitted Acquisition, the greater of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) at any time that the Second Lien Loan Documents are in effect, unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, 5,000,000 and (y) seventy-five percent (75%) of the related Permitted Acquisition Purchase Price; (H) in addition to Debt that is otherwise permitted in clauses (F) and (G) above, unsecured Debt that is incurred in the ordinary course of business, not to exceed in the aggregate $10,000,000 at any time that outstanding; (I) Debt in respect of Bank Hedge Agreements; and (J) with respect to Bidco, during the Second Lien Loan Documents are not Squeeze-Out Period the Borrower may (x) make intercompany loans to Bidco (and Bidco may incur such Debt) and (y) purchase shares of Bidco, in effect, Debt not otherwise permitted under each case so long as 100% of the preceding provisions proceeds of this Section 6.1; provided that, all such Investments and loans shall be utilized by Bidco to purchase Target Shares pursuant to the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any timeOffer and related fees and costs for the Offer.

Debt. No Loan Party shallThe Borrower will not, nor shall will it permit any of its Subsidiaries to, create, assume, incur, assume or in any manner become liable, directly, indirectly, or contingently in respect of, suffer to exist any Debt other than the following (collectively, the “Permitted Debt”):except: (a) the ObligationsDebt pursuant to this Agreement or an Incremental Term Loan Agreement; (b) intercompany Debt Current liabilities of the Borrower or its Subsidiaries incurred in the ordinary course of business owed by any Loan Party to any other Loan Party; provided that such Debt is subordinated to extended in connection with the Obligations normal purchases of goods and is also permitted under Section 6.3services; (c) Debt of any Person that becomes a Subsidiary consisting of sureties the Borrower, to the extent such Debt is outstanding at the time such Person becomes a Subsidiary of the Borrower and was not incurred in contemplation thereof, and Debt assumed by the Borrower or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Loan Party Subsidiary in connection with the operation its acquisition (whether by merger, consolidation, acquisition of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, worker’s compensation claims, performance, bid all or other surety or bond obligations; (d) purchase money indebtedness and Capital Leases of any Subsidiary in an aggregate principal amount not to exceed $5,000,000 at any time; provided no Loan Party may enter into additional indebtedness substantially all of the type described in this clause (d) if a Default is continuing assets or entering into the additional indebtedness could reasonably be expected to cause a Default; provided that, at any time acquisition that the Second Lien Loan Documents would prohibit the incurrence of Debt results in the form ownership of purchase money indebtednessgreater than fifty percent (50%) of the Capital Stock of a Person) of another Person and, this clause (d) shall be deemed to exclude purchase money indebtedness; (e) Hedging Arrangements to the extent not prohibited under Section 6.15in each case, Debt refinancing, extending, renewing or refunding such Debt; provided that (i) the principal amount of such Debt is not increased (other than to provide for the payment of any underwriting discounts and fees related to any refinancing Debt as well as any premiums owed on and accrued and unpaid interest related to the original Debt); and (ii) at the time of and immediately after giving effect to the incurrence or assumption of such Debt or refinancing Debt and the application of the proceeds thereof, as the case may be, the aggregate principal amount of all such Debt, and of all Debt previously incurred or assumed pursuant to this Section 7.09(c), and then outstanding, shall not exceed 50% of Consolidated EBITDA for the period of four full consecutive fiscal quarters of the Borrower and its Subsidiaries (and such Person on a pro forma basis) then most recently ended; (d) Debt in the form of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not be secured, except past due; (e) all obligations of such Debt owing to a Swap Counterparty that is secured Person arising under the Loan Documents, letters of credit (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, standby and (iii) such Debt shall not include any deferred premium payments associated with Hedge Arrangementscommercial); (f) Debt in the form of (i) accounts payable to trade creditors for goods or services (ii) payment obligations to solely resulting from a Banking Services Provider under commercial cards to the extent that such payment obligations arise in connection with the payment by such Banking Services Provider of accounts payable to trade creditors pledge of the Loan Parties for goods membership interests or services, and (iii) current operating liabilities (other than for borrowed money) which equity interests in each case is (x) incurred in a Designated Joint Venture owned by the ordinary course Borrower or a Subsidiary securing indebtedness of business, as presently conducted and (y) not more than 90 days past due, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; and (g) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that:Designated Joint Venture; (i) the Net Leverage Ratio Senior Notes existing as of the Third Amendment Effective Date and (in ii) other Debt of the case of any issuance on or prior to June 30Borrower so long as, 2015) or the Leverage Ratio (in the case of any issuance following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (ii) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (iii) such Debt is not secured by any Lien; (iv) no principal amount of such Debt matures earlier than six months after the Maturity Date; (v) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that are triggered upon change in control and sale of all or substantially all assets; (vi) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (vi); (vii) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (viii) the agreement or indenture governing any such debt shall not have any restriction (A) on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations, or (B) on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents; (ix) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e); and (x) any issuance of Debt pursuant to this Section 6.1(g) shall be applied to repay any Second Lien Debt in full and the Second Lien Loan Documents shall be simultaneously terminated7.02; (h) Second Lien Debt; provided that: (i) other Debt of the aggregate principal amount Subsidiaries of Second Lien Debt shall not exceed $430,000,000; (ii) no Second Lien Debt is permitted to be outstanding if any Permitted Notes have been issued or are outstanding; (iii) the Net Leverage Ratio (in the case of any Second Lien Debt incurred on or prior to June 30Borrower so long as, 2015) or the Leverage Ratio (in the case of any Second Lien Debt incurred following June 30, 2015), as applicable, calculated on a pro forma basis after giving effect to the incurrence of such Debt, shall not be more than 3.50 to 1.00 and the Borrower is in pro forma compliance with Section 6.16(b) after giving effect to any such issuance; (iv) the Availability shall not be less than 25% of the then existing Borrowing Base, after giving effect to the incurrence of such Debt and the corresponding reduction to the Borrowing Base pursuant to Section 2.2(e); (v) such Debt, if secured, is secured only by a Lien permitted by Section 6.2(l); (vi) no aggregate outstanding principal amount of all such Debt matures earlier than six months after the Maturity Date; outstanding under this clause (viih) such Debt shall does not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type exceed 2.5% of Debt and that are triggered upon change in control and sale of all or substantially all assets; (viii) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Second Lien Loan Documents, as in effect on the Effective Date; (ix) no Default or Event of Default is occurring Consolidated Net Tangible Assets at the time of, or would occur as a result of, any such issuance; (x) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (xi) upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with and to the extent required by Section 2.2(e)incurrence; (i) endorsements any Debt of negotiable instruments for collection a direct or indirect Subsidiary of the Borrower to the Borrower or any other direct or indirect Subsidiary of the Borrower in connection with intercompany arrangements; (j) Debt in respect of performance bonds, warranty bonds, bid bonds, appeal bonds, surety bonds, labor bonds and completion and performance guarantees and similar obligations required by Law, contract or Governmental Authorities, in each case provided in the ordinary course of business; (j) Debt owing , including those incurred to insurance providers secure health, safety and arising environmental obligations in connection with the financing ordinary course of insurance premium payments;business; and (k) guarantees of Debt described in clause (k) of the definition thereof Borrower or any Subsidiary of the Borrower expressly permitted to be incurred under this Agreement. For the extent avoidance of doubt, for purposes of determining compliance with this Section 7.09, (i) in the event that an item of Debt (or any portion thereof) meets the criteria of more than one of the categories of Debt permitted in this Section 7.09, the Borrower may, in its sole discretion, classify (and subsequently reclassify), at the time of incurrence or any time thereafter, such guaranty obligations are made by item of Debt (or any portion thereof) in any such category and will only be required to include such Debt (or any portion thereof) in one Loan Party of the categories of Debt permitted in respect this Section 7.09; and (ii) at the time of permitted obligations of another Loan Party; provided that such guaranty would otherwise be Permitted Debt; (l) (x) incurrence or at any time that thereafter, the Second Lien Loan Documents are Borrower may, in effectits sole discretion, unsecured divide and classify (and subsequently reclassify) an item of Debt not otherwise (or any portion thereof) in more than one of the categories of Debt permitted under the preceding provisions of in this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $2,000,000 at any time, and (y) at any time that the Second Lien Loan Documents are not in effect, Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate outstanding principal amount thereof shall not exceed $5,000,000 at any time7.09.