Common use of Debt Clause in Contracts

Debt. The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the 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) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (c) Debt under Capital Leases not to exceed $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 Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agent. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Debt existing on the date hereof and disclosed to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, not to exceed $500,000 in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower Credit Parties will not, and will not permit any Subsidiary of the Restricted Subsidiaries to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or Loans, other Indebtedness arising under the Loan Documents or Secured Obligations and any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documentsin respect thereof. (b) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (c) Debt under Capital Leases not to exceed $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 or among (i) the Borrower and any Subsidiary Guarantor, (ii) any Restricted Subsidiary that is not a Guarantor and any other Restricted Subsidiary that is not a Guarantor or between Subsidiaries (iii) the Borrower or any Subsidiary Guarantor to any Restricted 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 for the benefit of the Lenders, the Borrower or one of its Wholly-Owned Subsidiariesa 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 a Guarantor any Credit Party shall be subordinated to the Indebtedness Secured Obligations on the terms satisfactory to set forth in the Administrative AgentGuaranty and Collateral Agreement. (fc) endorsements of negotiable instruments for collection in the ordinary course of business. (gd) Debt existing on of the date hereof Borrower or the Restricted Subsidiaries (i) associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and disclosed to Gas Properties in the Lenders on Schedule 9.02ordinary 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. (he) other DebtDebt of the Borrower and the Restricted Subsidiaries under Capital Leases and Debt incurred to finance the purchase, including purchase-money obligations, 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 $500,000 in the aggregate at any one time outstanding25,000,000. (f) Permitted Senior Notes and any guarantees thereof incurred after the Effective Date; provided that (i) both before and immediately after giving effect to the incurrence of such Debt, no Default or 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 more restrictive, taken as a whole, than those contained in this Agreement and the other Debt approved Loan Documents, as reasonably determined by the Majority Lenders Borrower in good faith, and subordinated (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 Borrower's obligations 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 Maturity Date; (v) such Debt does not mature sooner than the date that is 91 days after the Maturity Date; (vi) the economic terms of such Debt and any guarantees thereof, taken as a manner acceptable to Administrative Agent 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 its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.good faith;

Debt. The None of the Borrower or any of its Consolidated Subsidiaries will not, and will not permit any Subsidiary to, incur, create, create or assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents Obligations or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.Obligations; (b) Debt of the Borrower disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable and 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 which are not which, if greater than sixty (60) 90 days past the date of invoice or delinquent or which billing date, are being contested in good faith by appropriate action and for which proceedings if reserves adequate reserves under GAAP shall have been maintained in accordance with GAAP. (c) Debt under Capital Leases not to exceed $500,000.established therefor; (d) [Reserved]; (e) Debt associated with bonds or surety obligations required by pursuant to Governmental Requirements in connection with the operation of the Oil and Gas any Pipeline Properties.; (ef) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to the extent under Hedging Agreements permitted by under Section 9.05(g); provided that such Debt is not held9.07; (g) Intercompany Debt, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided furtherprovided, that any such Intercompany Debt owed is (i) if in excess of $5,000,000, evidenced by either an Intercompany Note which has been pledged to secure the Borrower or Obligations and is in the possession of the Administrative Agent, and (ii) in the case of any Intercompany Debt owing to an Obligor from a Guarantor shall be Consolidated Subsidiary (other than an Obligor), subordinated to the Indebtedness on Obligations upon terms and conditions satisfactory to the Administrative Agent.; (fh) endorsements Debt of negotiable instruments the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt of the Borrower incurred in connection with a senior or subordinated unsecured note offering provided that (i) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (ii) after giving effect to the incurrence of such Debt on a pro forma basis, the Borrower shall be in compliance with all covenants set forth in Sections 9.13 and 9.14 as of the most recently ended fiscal quarter of the Borrower , (iii) such Debt has a maturity date at least one year beyond the Termination Date with respect to the Term Loan Facility and (iv) the documentation for collection which contains covenants no more restrictive than those set forth in this Agreement; (j) unsecured guarantees of Subsidiary obligations (other than obligations for borrowed money); (k) Debt representing deferred compensation and other similar arrangements to employees of the Borrower and its Consolidated Subsidiaries incurred in the ordinary course of business.; (gl) Debt existing on incurred by the date hereof and disclosed to Borrower or its Consolidated Subsidiaries in an acquisition or Disposition under agreements providing for indemnification, the Lenders on Schedule 9.02.adjustment of the purchase price or other similar adjustments; (hm) Debt in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (n) Debt incurred by the Borrower or any of its Consolidated Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to similar reimbursement type obligations; provided that upon the drawing of such letters of credit or the incurrence of such Debt, including purchasesuch obligations are reimbursed within 30 days following such drawing or incurrence; (o) non-money obligationsrecourse Debt of a Consolidated Subsidiary of the Borrower assumed by such Consolidated Subsidiary in connection with any acquisition pursuant to Section 9.03(i) (or, if such Consolidated Subsidiary is acquired, existing prior thereto); provided, however, that such Debt exists at the time of such 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 acquisition; and (p) Debt of the Borrower not otherwise described under subparagraphs (a) through (o) above not to exceed $500,000 50,000,000 in the aggregate at any one time outstandingaggregate. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The (a) Without the prior written consent of Lender, neither Borrower will not, and will not nor any Guarantor shall incur or permit any Subsidiary to, incur, create, assume or suffer to exist any Debtdebt for borrowed funds, except: (a) the 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) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property goods or servicesservices or capitalized lease obligations, from time to time except for (i) trade debt incurred in the ordinary course of business which are not greater business, (ii) debt incurred in connection with project level financing by Xxxxxxxx or its affiliate of projects other than sixty the Condominium, (60iii) days past the date Existing Debt, and (iv) the Indebtedness. (b) Other than principal and interest payments due and owing under the Revolving Line of invoice Credit Note dated February 22, 2006 in the original principal amount of Fifteen Million Dollars ($15,000,000) made by Xxxxxxxx payable to the order of Bank of America, N.A., any unsecured loan hereafter extended to Borrower or delinquent any Guarantor by a third party and any secured or which are being contested unsecured loan extended to Borrower or any Guarantor by a director or officer of Borrower or any Guarantor, or any entity under the control of a director or officer of Borrower or any Guarantor, shall be subject to a subordination agreement in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.substantially the same form as attached as Exhibit B. (c) Debt under Capital Leases not Except for the Indebtedness, no other indebtedness of Borrower or any Guarantor may be prepaid in whole or in part other than the Loan during the Term; provided that Xxxxxxxx may prepay the following with Lender’s prior written consent: (i) Subordinated Deficiency Note dated September 21, 2009 in the original principal amount of $400,000 made by Xxxxxxxx payable to exceed the order of Cornerstone Bank; (ii) Amended and Restated Subordinated Deficiency Note dated November 5, 2009 in the original principal amount of $500,000205,488.23 made by Xxxxxxxx payable to the order of Wachovia Bank, National Association; and (iii) Subordinated Deficiency Note dated November 10, 2009 in the original principal amount of $25,000 made by Xxxxxxxx payable to the order of Fifth Third Bank. (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 Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a No Guarantor shall be subordinated required to comply with this Section 5.8 while the Indebtedness on terms satisfactory Aggregate LTV is equal to the Administrative Agentor less than fifty percent (50%). (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Debt existing on the date hereof and disclosed to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, not to exceed $500,000 in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will not, and Loan Parties will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the 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) accounts payable and accrued expenses, liabilities Debt associated with bonds or other surety obligations to pay the deferred purchase price of Property in connection with (i) obligations or services, from time to time incurred liabilities arising in the ordinary course of business which are not greater than sixty business, (60ii) days past Governmental Requirements, (iii) the date operation of invoice Oil and Gas Properties 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(iv) judgments pending appeal. (c) Debt under Capital Leases not to exceed $500,000endorsements of negotiable instruments for collection in the ordinary course of business. (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 Subsidiary of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness Obligations on terms satisfactory set forth in the Guaranty Agreement. (e) Unsecured senior debt, provided that the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) after giving effect to the Administrative Agentincurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) contemporaneously with the incurrence of the Senior Unsecured Notes, the Borrowing Base is adjusted pursuant to Section 2.07(e), and (vi) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes. (f) endorsements Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of negotiable instruments for collection in the ordinary course of businessProperty leased or acquired. (g) other Debt existing on the date hereof and disclosed to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, not to exceed $500,000 10,000,000 in the aggregate principal amount at any one time outstanding. (ih) other on the Closing Date, Parent’s assumption of approximately $27,300,000 of Contribution Debt, and Parent’s and Borrower’s agreement to pay the assumed Contribution Debt approved immediately following the contribution by LRR-A of its share of the Majority Lenders and subordinated Contributed Properties to Borrower's obligations to Lenders Parent in exchange for a manner acceptable to Administrative Agent in its sole discretionrelease of the liens securing the Contribution Debt. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans, any Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans, any Notes or other Indebtedness arising under the Loan Documents, including any deferred put premiums. (b) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than 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. (cd) Debt (including guarantees) under Capital Leases not to exceed $500,00025,000,000. (de) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (ef) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentGuaranty Agreement. (fg) endorsements of negotiable instruments for collection in the ordinary course of business. (gh) Debt existing under any Senior Notes outstanding on the date hereof Effective Date and disclosed to the Lenders on Schedule 9.02any Permitted Refinancing Debt in respect thereof. (hi) Debt under any Senior Notes issued after the Effective Date, provided that (1) at the time of incurring such Debt (a) no Default has occurred and is then continuing and (b) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (2) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (3) such Debt does not mature sooner than one year after the Maturity Date, (4) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents, (5) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies and (6) the Borrowing Base is adjusted as contemplated by Section 2.07(e) and the Borrower makes any prepayment required under Section 3.04(c)(iii). (j) other Debt, including purchase-money obligations, Debt not to exceed $500,000 25,000,000 in the aggregate at any one time outstanding. For the avoidance of doubt, an issue of Senior Notes may be comprised of Debt only a portion of which constitutes Permitted Refinancing Debt to the extent the aggregate principal amount thereof exceeds the current principal amount of the Senior Notes being refinanced or replaced. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, exceptDebt other than: (a) Debt arising under this Agreement, the Notes or and the 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) accounts payable Debt in favor of the Borrower’s Custodian consisting of overnight extensions of credit from the Custodian in the ordinary course of business; (c) Debt in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as such judgments and accrued expensesawards do not constitute an Event of Default and so long as execution is not levied thereunder and in respect of which the Borrower (i) shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review or (ii) shall have obtained an unsecured performance bond, liabilities and Debt in respect of such unsecured performance bond; (d) Debt (other than Debt for borrowed money) arising in connection with portfolio investments and investment techniques arising in the ordinary course of the Borrower’s business to the extent that such Debt is permissible under the Investment Company Act and consistent with the Borrower’s Investment Policies and Restrictions; and (e) Debt incurred under reverse repurchase agreement or credit default swaps so long as the aggregate amount of the Debt under such agreements and swaps (calculated by reference to the notional amount of such Debt) does not exceed, in the aggregate, fifteen percent (15%) of the Borrower’s Total Assets, provided that in no event shall the Borrower (i) enter into or utilize Financial Contracts other obligations to pay the deferred purchase price of Property or services, from time to time incurred than in the ordinary course of business which are not greater than sixty (60) days past the date of invoice for hedging or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained investment purposes in accordance with GAAP. its Investment Policies and Restrictions, (cii) Debt borrow money or create leverage under Capital Leases not any arrangement other than (A) from the Banks hereunder, (B) on an overnight basis from the Custodian to exceed $500,000. the extent provided in clause (db) Debt associated with bonds above or surety obligations required by Governmental Requirements (C) in connection with reverse repurchase agreements or credit default swaps to the operation of the Oil and Gas Properties. extent provided for in clause (e) intercompany Debt between hereof, or (iii) issue or be or remain liable for or have outstanding any “senior security” (as defined in the Investment Company Act), except that the Borrower and any Subsidiary or between Subsidiaries may borrow from the Banks pursuant to the extent permitted by Section 9.05(g); provided that such Debt is this Agreement. The Borrower will not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agent. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Debt existing on the date hereof and disclosed to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, not to exceed $500,000 in the aggregate at any one time outstandingissue or have outstanding any preferred stock. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will notNot, and will not permit any Subsidiary to, incur, create, assume incur or suffer to exist have outstanding any DebtDebt of any kind, exceptother than: (a) the Notes or Loans, the Incremental Term Loans and any other Indebtedness arising Debt under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.this Agreement; (b) accounts payable any loan or extension of credit granted to or Capitalized Lease Obligation of the Borrower or any Subsidiary for the purchase or lease of fixed assets or improvements thereto (and accrued expensesrefinancings of such loans, liabilities extensions of credit or Capitalized Lease Obligations so long as the principal amount is not increased and any Lien granted in connection therewith does not attach to any additional property), which loans, extensions of credit and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased, leased or improved, so long as the aggregate principal amount of all such loans, extensions of credit and Capitalized Lease Obligations does not exceed $10,000,000 (other obligations to pay the deferred purchase price of Property or services, from than Capitalized Lease Obligations permitted by Section 10.8(h)) at any time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.outstanding; (c) Debt under Capital Leases existing on the Effective Date and listed on Schedule 10.8 (and any extension, renewal or refinancing thereof so long as the principal amount thereof shall not be increased after the Effective Date, other than in an amount sufficient to exceed $500,000.fund any accrued and unpaid interest thereon and reasonable and customary fees and expenses incurred in connection with such extension, renewal or refinancing); (d) Debt associated with bonds owing (i) by a Subsidiary that is a Loan Party to the Borrower or surety obligations required any other such Subsidiary or (ii) by Governmental Requirements in connection with the operation of the Oil and Gas Properties.Borrower to any other such Subsidiary; (e) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that be Repaid so long as such Debt is not heldrepaid on the Effective Date (or in the case of the Bluffton Revenue Bonds, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any so long as such Debt owed by either is cancelled and redeemed within 90 days after the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agent.Effective Date); (f) endorsements of negotiable instruments for collection Debt under any Surety Instrument entered into in the ordinary course of business.; (g) Guaranty Obligations of any Loan Party (other than the Parent) with respect to Debt existing on of another Loan Party (other than the date hereof and disclosed to the Lenders on Schedule 9.02.Parent); (h) other DebtDebt with respect to Capital Lease Obligations of acquired ethanol plants so long as (i) after giving effect to such acquisition, including purchase-money obligations, the pro forma Total Leverage Ratio is not greater than 3.00 to exceed $500,000 1.00 and (ii) such Capital Lease Obligations were not created at the time of or in the aggregate at any one time outstanding.contemplation of such acquisition; (i) other Debt approved Guaranty Obligations of Green Plains Xxxxxxxx with respect to (i) the Guaranty dated as of November 27, 2013 by the Majority Lenders Parent, Green Plains Xxxxxxxx and subordinated to Borrower's obligations to Lenders Green Plains Commodities LLC in a manner acceptable to Administrative Agent favor of Macquarie Bank Limited and (ii) the Guaranty dated as of November 27, 2013 by the Parent, Green Plains Xxxxxxxx and Green Plains Commodities LLC in its sole discretionfavor of First National Bank of Omaha; provided that each such Guaranty shall be terminated or released not later than 45 days after the Effective Date. (j) other unsecured Debt arising under Swap Agreements permitted under Section 9.18 hereofin an aggregate principal amount not to exceed $5,000,000 at any time outstanding.

Debt. The Borrower will not, Company shall not (and will shall not permit any Subsidiary of its Subsidiaries to, ) incur, create, assume assume, permit, guaranty, endorse or suffer to exist be liable, directly or indirectly, for any Debt (including receiving any disbursements or other incurrences of Debt under revolving loans or other arrangements permitting therefor), including as a result of any acquisition of another Person and/or any Property of another Person, except for the following (collectively, the “Permitted Debt”): (i) Debt under the Transaction Documents, (ii) as scheduled in this Indenture, Debt existing on the Issuance Date and Refinancing Debt refinancing such Debt, except:of business and not for speculative purposes, (aiii) Subordinated Debt owed to Persons other than the Notes or other Indebtedness arising under the Loan Documents or Company and/or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.its Subsidiaries, (biv) accounts payable and accrued expenses, liabilities interest rate or other currency hedging obligations to pay the deferred purchase price of Property or services, from time to time incurred entered into in the ordinary course of business which are for bona fide hedging purposes and not greater than sixty for speculative purposes, (60v) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves obligations to pay dividends on Capital Stock that have been maintained in accordance with GAAP. (c) Debt under Capital Leases not to exceed $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 Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g)declared; provided that such declaration was in compliance with Section 4.2(b), (vi) [reserved], (vii) Debt is not held(other than Subordinated Debt) owed to the Company or by a Subsidiary of the Company to another Subsidiary thereof, (viii) Debt in respect of workers’ compensation claims, assignedseverance payments, transferredpayment obligations in connection with health or other types of social security benefits, negotiated and unemployment or pledged other insurance or self-insurance obligations, (ix) Contingent Liabilities with respect to any Person other than Debt of the Borrower Company or one any of its Wholly-Owned Subsidiaries, and, provided further, Subsidiaries that any such Debt owed is otherwise permitted by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agent.this Section 4.2(a), (f) endorsements of negotiable instruments for collection in the ordinary course of business. (gx) Debt existing of the Company or any Subsidiary incurred on or after the date hereof and disclosed to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, Issuance Date not otherwise permitted in an aggregate principal amount at any time outstanding not to exceed $500,000 in the aggregate at any one time outstanding. greater of (i) U.S.$30,000,000 (or the equivalent in other Debt approved currencies) and (ii) 5% of Consolidated Intangible Assets, and (xi) so long as no Default or Unmatured Default has occurred and is continuing and no Default Payment is required to be paid at the time of the incurrence or other increase thereof (including each funding received thereunder by the Majority Lenders Company or, with respect to Contingent Liabilities of the Company, any other Person), additional Debt of the Company (but not any of its Subsidiaries) so long as, at the time of such incurrence/increase and subordinated immediately after giving effect to Borrower's obligations such Debt and the application of any proceeds therefrom: (A) the Total Debt to Lenders EBITDA Ratio is not greater than 3:1x, (B) the EBITDA to Total Interest Expense Ratio is not less than 4.5:1x, and (C) the EBITDA to Total Debt Service Ratio is not less than 1.5:1x in each case as certified in an Officer’s Certificate to the Indenture Trustee by the Company at or within five Business Days before such incurrence or other increase. For the purpose of any such calculation: (v) such shall be calculated using IFRS (including, for any Debt in a manner acceptable currency other than pesos, as would be required by IFRS to Administrative Agent be converted into pesos for purposes of preparing a Financial Statement), (w) the amount of Debt issued (or otherwise raised) at a price that is less than the principal amount thereof shall be considered to be equal to the principal amount thereof, (x) such additional Debt (including Contingent Liabilities) shall be included in the calculation of the Total Debt, (y) the EBITDA, Total Interest Expense and Total Debt Service shall be calculated as if such additional Debt had been in effect during the entirety of the applicable period with an interest rate (and/or other expense) equal to: (aa) for Debt with a fixed interest rate (and/or other expense), such fixed interest rate (and/or other expense), and (bb) otherwise, an interest rate (and/or other expense) equal to the highest non-default interest rate (and/or other expense) that may be charged or otherwise payable with respect to such additional Debt (with any “floating” component of such interest rate (and/or expense), such as the London Interbank Offering Rate (LIBOR), being considered to be twice such rate (and/or expense) in effect at the date of determination), and (z) with respect to Contingent Liabilities, the EBITDA, Total Interest Expense and Total Debt Service will be calculated as if such Contingent Liability were a direct obligation of the Company (or its applicable Subsidiary) and interest (and/or other expenses) payable with respect thereto were paid by the Company (or its applicable Subsidiary) directly. In the event that Debt meets the criteria of more than one of the types of Debt described in Section 4.2(a), the Company, in its sole discretion, will be permitted to classify such item of Debt on the date of its incurrence, and shall only be required to include the amount and type of such Debt in one of such clauses although the Company may divide and classify an item of Debt in one or more of the types of Debt and may later re-divide or reclassify all or a portion of such item of Debt in any manner that complies with this covenant. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The No Borrower will, or will not, and will not permit any Subsidiary to, incurdirectly or indirectly, create, assume incur, assume, guarantee or suffer to exist otherwise become or remain directly or indirectly liable with respect to, any DebtDebt (or payables and other obligations owing among any of the Credit Parties), exceptexcept for: (a) the Notes or other Indebtedness arising Debt under the Loan Financing Documents or any guaranty and Letter of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.Credit Liabilities; (b) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past Debt outstanding on the date of invoice this Agreement and set forth in Item 1 on Schedule 5.1 and refinancings thereof to the extent any such refinancing (i) does not result in a final or delinquent weighted average maturity that is earlier than the Debt being refinanced, (ii) does not result in an increase in the original principal amount of the Debt being refinanced, and (iii) does not, taken as a whole, impose provisions or which restrictions that are materially more adverse to the obligors thereunder than under the Debt being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.refinanced; (c) Debt under Capital Leases not to exceed $500,000.Subordinated Debt; (d) Debt associated with bonds incurred or surety obligations required by Governmental Requirements in connection with assumed for the operation purpose of financing all or any part of the Oil and Gas Properties.cost of acquiring, constructing or improving any fixed or capital asset (including through Capital Leases), in an aggregate principal amount at any time outstanding not greater than $2,000,000; (e) Debt, if any, arising under Swap Contracts; (i) intercompany Debt between the Debt, payables and other obligations owing to a Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries which are Domestic Subsidiaries (but are not Dormant Subsidiaries) or by another Borrower, andor (ii) intercompany Debt, provided furtherpayables and other obligations owing to a Borrower by its Wholly-Owned Subsidiaries which are Foreign Subsidiaries (but are not Dormant Subsidiaries) in an aggregate amount for all of such Debt, payables and other obligations owing to the Borrowers under this clause (ii) not to exceed $8,000,000 at any time outstanding, minus the amount of Investments made by the Borrowers after the Closing Date in their Wholly-Owned Subsidiaries which are Foreign Subsidiaries (but are not Dormant Subsidiaries) pursuant to Section 5.8(a)(iii) and minus the amount of Guarantees made pursuant to the final proviso of Section 5.1(j), or (iii) intercompany Debt, payables and other obligations owing to any Wholly-Owned Subsidiary (other than a Dormant Subsidiary) of any Borrower by such Borrower; provided, however, that with respect to any of the foregoing upon the request of Administrative Agent at any time, any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agent. Debt, payables and other obligations described in this paragraph (f) endorsements of negotiable instruments for collection (but not including any intercompany Debt, payables and other obligations described in the ordinary course foregoing clause (iii) if such intercompany Debt, payables and other obligations is owing to any Wholly-Owned Subsidiary that is a Foreign Subsidiary) shall be evidenced by promissory notes having terms reasonably satisfactory to Administrative Agent, the sole originally executed counterparts of business.which shall be pledged and delivered to Administrative Agent, for the benefit of Administrative Agent and Lenders, as security for the Obligations, and upon the request of Administrative Agent at any time, such Debt, payables and other obligations described in this paragraph (f) (but not including any intercompany Debt, payables and other obligations described in the foregoing clause (iii) if such intercompany Debt, payables and other obligations is owing to any Wholly-Owned Subsidiary that is a Foreign Subsidiary) shall be secured by perfected first priority Liens on substantially all of the assets of the obligor of such Debt, payables and other obligations pursuant to agreements in form and substance reasonably satisfactory to Administrative Agent; (g) Debt existing on the date hereof and disclosed to the Lenders on Schedule 9.02.Foreign Payment Obligations; (h) other Debt, including purchase-money obligations, additional unsecured Debt not to exceed $500,000 300,000 in the aggregate at any one time outstanding.; (i) other Debt approved by in the Majority Lenders form of deferred purchase price consideration payable in connection with Permitted Acquisitions (including seller notes, maximum earn-outs, consulting and non-competition payments), provided that such Debt has terms and provisions acceptable to Administrative Agent and is subordinated to Borrower's obligations the Obligations pursuant to Lenders documentation in a manner form and content reasonably acceptable to Administrative Agent in its sole discretion.; (j) Debt in respect of Guarantees by Borrowers or any of its Subsidiaries of Debt otherwise permitted hereunder (provided, that if the guaranteed Debt is subordinated to the Obligations, any such guarantee shall be no less subordinated to the Obligations and provided that if Borrower or any Domestic Subsidiary Guarantees Debt of any Foreign Subsidiary the amount of the Debt so Guaranteed shall count against the limit set forth in each of clause (ii) of Section 5.1(f) above and clause (iii)(z) of Section 5.8(a)); (k) Debt in respect of guarantees in respect of obligations of any Borrower or any of its Subsidiaries under leases and other contractual obligations not prohibited hereunder (provided that no Borrower or any of its Domestic Subsidiaries may guarantee any lease or contractual obligation of any Foreign Subsidiary); (l) Debt incurred by any Borrower or any of its Subsidiaries arising from agreements providing for customary indemnification, adjustment of purchase price or similar obligations in connection with permitted Asset Dispositions and Permitted Acquisitions (excluding Debt described in clause (i) above); (m) Debt in the form of financing of insurance premiums provided by the vendors of such insurance or their agents and software maintenance contracts; (n) Debt with respect to judgments or awards which do not constitute an Event of Default under Swap Agreements Section 8.1 hereof; (o) Debt in respect of netting services, ordinary course overdraft protections for overdrafts not to exceed $25,000 per account and comparable deposit account services, so long as (i) such Debt is incurred in the Ordinary Course of Business, (ii) such Debt is not outstanding for more than two (2) Business Days and (iii) such deposit accounts are subject to control agreements, to the extent required under the Financing Documents; (p) Contingent Obligations permitted under Section 9.18 hereof5.3, to the extent constituting Debt; and (q) Debt arising under the last sentence of Section 5.4.

Debt. The Parent Guarantor and the Borrower will not, and will not permit any Subsidiary of the Restricted Subsidiaries to, incur, create, assume or suffer to exist any Debt, except: (a) the 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. 130 Section 9.01(b) amended by First Amendment. (b) accounts payable (i) Debt of the Borrower and accrued expensesits Restricted Subsidiaries existing on June 9, liabilities or other obligations to pay 2014 that is reflected in the deferred purchase price Financial Statements, and any Permitted Refinancing Debt in respect thereof.131, (ii) Debt of Property or servicesEnergen at the time of the Energen Merger and any Permitted Refinancing Debt in respect thereof, from and (iii) Debt of any Permitted Acquisition Target at the time to time of such Permitted Acquisition and any Permitted Refinancing Debt in respect thereof; provided in the instance of Sections 9.02(b)(ii) and (iii), such Debt was not incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice connection with such merger or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAPacquisition, as applicable. (c) Debt under Capital Leases and purchase money financings in an aggregate amount not to exceed $500,000.15,000,00030,000,000 at any one time outstanding.132 (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (e) endorsements of negotiable instruments for collection in the ordinary course of business. (f) intercompany Debt between the Borrower and any Subsidiary a Guarantor or between Guarantors or between the Borrower or a Restricted Subsidiary and the Unrestricted Subsidiaries to the extent permitted by Section 9.05(g9.05(n); 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 Subsidiariesa Guarantor, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentGuaranty Agreement.133 (g) Debt under (i) any Senior Unsecured Notes outstanding on the Effective Date, (ii) any Senior Unsecured Notes issued after the Effective Date and (iii) any Permitted Refinancing Debt in respect of Debt under this subsection (g). (fh) endorsements Debt consisting of negotiable instruments for collection the financing of insurance premiums incurred in the ordinary course of business. (gi) Debt existing on consisting of the date hereof direct or indirect financing or refinancing (including in the form of purchase money financing or a Capital Lease) of real property (other than Oil and disclosed to the Lenders on Schedule 9.02. (hGas Properties) other Debtand related assets, including purchase-money obligationsor a Person that owns such real property, in an aggregate principal amount not to exceed $500,000 100,000,000 at any one time outstanding, in each case whether incurred contemporaneously with the acquisition of such real property or at a later time, including obligations in the form of a sale and lease-back transaction entered into subsequent to the acquisition of such real property.134 (j) other Debt not to exceed $25,000,000100,000,000 in the aggregate at any one time outstandingoutstanding.135 131 Section 9.02(b) amended by First Amendment. 132 Section 9.02(c) amended by Fifth Amendment. 133 Section 9.02(f) amended by First Amendment. 134 Section 9.02(i) added by Fifth Amendment. 135 Section 9.02(j) amended by Fifth Amendment. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower Parent will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) (i) the Notes or other Indebtedness arising under the Loan Documents and Secured Swap Agreements or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan DocumentsDocuments or any Secured Swap Agreement; and (ii) the Debt arising under the First Lien Loan Documents and Secured Swap Agreements (as defined in the First Lien Credit Agreement) or any guaranty of or suretyship arrangement for the Debt arising under the First Lien Loan Documents or any Secured Swap Agreement (as defined in the First Lien Credit Agreement). (b) Debt of the Parent and the Restricted Subsidiaries existing on the Effective Date that is reflected on Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing); provided that all such Debt of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Indebtedness on terms reasonably satisfactory to the Administrative Agent. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) 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. (cd) Debt under Capital Leases or Purchase Money Debt not to exceed $500,0001,000,000 in the aggregate at any time outstanding. (de) Debt associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations required by Governmental Requirements Law or third parties in connection with the operation of the Oil Loan Parties’ Properties and Gas Propertiesotherwise in the ordinary course of business. (ef) intercompany Debt between the Borrower and any other Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned SubsidiariesSubsidiaries except pursuant to the Loan Documents, and, provided further, that any such Debt owed by either the Borrower or any Loan Party to a Guarantor Restricted Subsidiary that is not a Loan Party shall be subordinated to the Indebtedness on terms reasonably satisfactory to the Administrative Agent. (fg) endorsements Debt resulting from the endorsement of negotiable instruments for collection in the ordinary course of business. (g) Debt existing on business or arising from the date hereof and disclosed to honoring of a check, draft or similar instrument presented by the Lenders on Schedule 9.02Parent or any Restricted Subsidiary in the ordinary course of business against insufficient funds. (h) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not constituting an Event of Default. (i) Debt of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower or any other Restricted Subsidiary, or is merged or consolidated with or into the Borrower or any Restricted Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, Refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of such event, (ii) neither the Parent nor any of the Restricted Subsidiaries shall be liable for such Debt, including purchase-money obligations(iii) the Parent is in Pro Forma Compliance with the financial covenants contained in Section 9.01, (iv) the principal amount of such Debt does not to exceed $500,000 1,000,000 in the aggregate at any one time outstanding. , and (iv) other any such Debt approved by has a maturity date not sooner than 180 days after the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionMaturity Date. (j) Debt arising under Swap Agreements incurred by the entering into of any guarantee of or into another contingent obligation with respect to, other Debt or other liability of any other Person (other than another Loan Party) to the extent such Debt is permitted under Section 9.18 hereof9.05. (k) Obligations in respect of Swap Agreements (other than Secured Swap Agreements) that are not prohibited under Section 9.17. (l) unsecured Debt of the Parent owing to ARP which is incurred after the Effective Date in a principal amount necessary to consummate the Specified Transaction; provided that such Debt is non-recourse to any party other the Parent.

Debt. The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and its Subsidiaries existing on the Effective Date and set forth on Schedule 9.02 attached hereto and any Permitted Refinancing Debt. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty one hundred twenty (60120) 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. (cd) Debt under Capital Leases not to exceed $500,00050,000,000. (de) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (ef) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentGuaranty Agreement. (fg) endorsements of negotiable instruments for collection in the ordinary course of business. (gh) Permitted Debt existing on incurred after the Effective Date, the principal amount of which does not exceed $400,000,000 and any guarantees thereof; provided that (i) the Borrower shall have furnished to the Administrative Agent and the Lenders, not less than seven Business Days prior written notice of its intent to incur such Permitted Debt, the amount thereof, and the anticipated closing date, together with copies of drafts of the material definitive documents therefor and, when completed, copies of the final versions of such material definitive documents, (ii) at the time of incurring such Permitted Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Permitted Debt after giving effect to the incurrence of such Permitted Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (iii) the incurrence of such Permitted Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding the Borrowing Base then in effect, (iv) such Permitted Debt does not have any scheduled amortization prior to the date hereof which is one year after the Maturity Date, (v) such Permitted Debt does not have a scheduled maturity sooner than the date which is one year after the Maturity Date, (vi) if such Permitted Debt is subordinated, then (A) any guarantees thereof will be subordinated and disclosed (B) all terms of subordination are satisfactory to the Administrative Agent and the Super-Majority Lenders on Schedule 9.02and (vii) concurrently with the incurrence of such Debt, the Borrowing Base is adjusted pursuant to Section 2.07(e). (hi) other Debt, including purchase-money obligations, Debt not to exceed $500,000 50,000,000 in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and its Subsidiaries existing on the date hereof that is reflected in the Pro Forma Financial Statements or Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) 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. (cd) Debt under Capital Leases not to exceed $500,00010,000,000. (de) Debt associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations required by Governmental Requirements Law or third parties in connection with the operation of the Oil and Gas Properties. (ef) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned SubsidiariesSubsidiaries except pursuant to the Loan Documents, and, provided provided, further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agent. (f) endorsements of negotiable instruments for collection set forth in the ordinary course of businessGuaranty Agreement and, provided, further, that no such debt is owed by an Unrestricted Subsidiary. (g) Debt existing on resulting from the date hereof and disclosed to endorsement of negotiable instruments in the Lenders on Schedule 9.02ordinary course of business or arising from the honoring of a check, draft or similar instrument presented by the Borrower or any Subsidiary in the ordinary course of business against insufficient funds. (h) other DebtSenior Notes, including purchase-money obligationsprovided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization of principal prior to exceed $500,000 one year after the Maturity Date, (iii) such Debt does not contain mandatory redemption events that require the redemption of such Debt prior to 120 days after the Maturity Date, (iv) such Debt does not mature sooner than one year after the Maturity Date, (v) such Debt does not prohibit prior repayment of Loans, and (vi) the Net Proceeds of such Senior Notes are used to prepay the Indebtedness (provided that such prepayment shall not reduce the Aggregate Maximum Credit Amounts or the Borrowing Base except in the aggregate at any one time outstandingaccordance with Section 2.07(f)). (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders arising from judgments or orders in a manner acceptable to Administrative Agent in its sole discretioncircumstances not constituting an Event of Default. (j) Debt arising under Swap Agreements of any Person at the time such Person becomes a Subsidiary of the Borrower or any Subsidiary, or is merged or consolidated with or into the Borrower or any Subsidiary, in a transaction permitted under by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Subsidiary and is not created in contemplation of such event, (ii) neither the Borrower nor any of its other Subsidiaries shall be liable for such Debt and (iii) the Borrower is in compliance, on a pro forma basis after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof in accordance with Regulation S-X of the SEC, with the covenants contained in Section 9.18 hereof9.01. (k) Debt secured by Liens on common limited partner units of Atlas Pipeline Partners, L.P. not to exceed $50,000,000 in the aggregate at any time outstanding. (l) Debt assumed in the Acquisition. (m) other Debt incurred after the date of this Agreement not to exceed $25,000,000 in the aggregate at any time outstanding.

Debt. The Parent, OP LLC and the Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the 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 DocumentsIndebtedness. (b) accounts payable and accrued expenses, liabilities or other obligations to pay Debt existing on the deferred purchase price of Property or services, from time to time incurred date hereof that is reflected in the ordinary course of business which are not greater than sixty (60) days past the date of invoice Financial Statements or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAPSchedule 9.02. (c) [Reserved.] (d) Purchase Money Debt and Debt under Capital Leases not to exceed $500,00025,000,000. (de) Debt associated in respect of performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees and similar obligations (including those incurred to secure health, safety and environmental obligations) and obligations in respect of letters of credit, bank guaranties or instruments related thereto, in each case, not in connection with bonds money borrowed and provided in the ordinary course of business or surety obligations required by Governmental Requirements consistent with past practice in connection with the operation of the Oil and Gas Properties. (ef) intercompany Debt between or among the Borrower and any Subsidiary or between Subsidiaries Restricted Parties to the extent permitted by Section 9.05(g)9.05; provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent, OP LLC, the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that Subsidiaries and (ii) any such Debt owed by either the Borrower or a Guarantor Credit Party shall be (A) subordinated to the Indebtedness on terms satisfactory set forth in the Guaranty and Security Agreement and (B) shall not have any scheduled amortization prior to the Administrative Agentdate that is one (1) year after the earlier of (x) the Maturity Date and (y) the Payment in Full of the Secured Obligations. (fg) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Debt existing on the date hereof and disclosed to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, Debt not to exceed $500,000 10,000,000 in the aggregate at any one time outstanding. (i) other unsecured Senior Notes of the Parent, the Borrower and/or Finance Co and any guarantees thereof and any unsecured Permitted Refinancing Debt approved and any guarantees thereof; provided that (i) the Borrower shall have complied with Section 8.01(r), (ii) at the time of incurring such Senior Notes or Permitted Refinancing Debt, no Default has occurred and is then continuing and after giving effect to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), no Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, (iii) the Borrower shall be in compliance with Section 9.01(a) and in compliance with a Leverage Ratio of not greater than 2.5 to 1.0, in each case calculated on a Pro Forma Basis after giving effect to such Debt incurrence, (iv) the Borrowing Base shall be adjusted to the extent required by Section 2.07(e) and prepayment is made to the extent required by Section 3.04(c)(iv) and no Borrowing Base Deficiency would then exist after giving effect to such adjustment and prepayment, (v) such Senior Notes or Permitted Refinancing Debt, as applicable, do not have any scheduled principal amortization prior to the date which is one year after the Maturity Date, (vi) such Senior Notes or Permitted Refinancing Debt do not mature sooner than the date which is one year after the Maturity Date, (vii) such Senior Notes or Permitted Refinancing Debt and any guarantees thereof are on terms, taken as a whole, at least as favorable to the Borrower and the Guarantors as market terms for issuers of similar size and credit quality given the then prevailing market conditions as determined by the Majority Lenders Borrower in good faith, (viii) such Senior Notes or Permitted Refinancing Debt do not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions) which would require a mandatory prepayment or redemption in priority to the Indebtedness; provided that if such Senior Notes are issued to finance all or a portion of a direct or indirect acquisition of Oil and Gas Properties, such Senior Notes may contain mandatory prepayment or redemption provisions providing for the repayment or redemption of such Senior Notes in the event that such acquisition is not consummated by a certain date in an amount not to exceed the principal amount of such Senior Notes and any accrued interest thereon through the prepayment or redemption date, (ix) neither the Parent nor any Subsidiary of the Parent (other than the Borrower or a Guarantor or a Person who becomes a Guarantor in connection therewith) is an obligor under such Debt and (x) if such Debt is senior subordinated or subordinated Debt, the terms of such Debt provide for customary subordination of such Debt to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionthe Indebtedness. (j) Debt arising constituting Investments permitted by Section 9.05 (other than Section 9.05(m)). (k) Debt under Swap Agreements permitted under pursuant to Section 9.18 hereof9.18. (l) Debt owed to insurance companies for premiums on policies required by Section 8.07. (m) Debt in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements.

Debt. The Borrower Parent will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents and Secured Swap Agreements or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents or any Secured Swap Agreement; and (ii) the Debt arising the Second Lien Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Second Lien Loan Documents. (b) Debt of the Parent and the Restricted Subsidiaries existing on the Effective Date that is reflected on Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing); provided that all such Debt of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Indebtedness on terms reasonably satisfactory to the Administrative Agent. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) 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. (cd) Debt under Capital Leases or Purchase Money Debt not to exceed $500,0001,000,000 in the aggregate at any time outstanding. (de) Debt associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations required by Governmental Requirements Law or third parties in connection with the operation of the Oil Loan Parties’ Properties and Gas Propertiesotherwise in the ordinary course of business. (ef) intercompany Debt between the Borrower and any other Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned SubsidiariesSubsidiaries except pursuant to the Loan Documents, and, provided further, that any such Debt owed by either the Borrower or any Loan Party to a Guarantor Restricted Subsidiary that is not a Loan Party shall be subordinated to the Indebtedness on terms reasonably satisfactory to the Administrative Agent. (fg) endorsements Debt resulting from the endorsement of negotiable instruments for collection in the ordinary course of business. (g) Debt existing on business or arising from the date hereof and disclosed to honoring of a check, draft or similar instrument presented by the Lenders on Schedule 9.02Parent or any Restricted Subsidiary in the ordinary course of business against insufficient funds. (h) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not constituting an Event of Default. (i) Debt of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower or any other Restricted Subsidiary, or is merged or consolidated with or into the Borrower or any Restricted Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, Refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of such event, (ii) neither the Parent nor any of the Restricted Subsidiaries shall be liable for such Debt, including purchase-money obligations(iii) the Parent is in Pro Forma Compliance with the financial covenants contained in Section 9.01, (iv) the principal amount of such Debt does not to exceed $500,000 1,000,000 in the aggregate at any one time outstanding. , and (iv) other any such Debt approved by has a maturity date not sooner than 180 days after the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionMaturity Date. (j) Debt arising under Swap Agreements incurred by the entering into of any guarantee of or into another contingent obligation with respect to, other Debt or other liability of any other Person (other than another Loan Party) to the extent such Debt is permitted under Section 9.18 hereof9.05. (k) Obligations in respect of Swap Agreements (other than Secured Swap Agreements) that are not prohibited under Section 9.17 (l) unsecured Debt of the Parent owing to ARP which is incurred after the Effective Date in a principal amount necessary to consummate the Specified Transaction; provided that such Debt is non-recourse to any party other than the Parent.

Debt. The Borrower It will not, and will not permit any Restricted Subsidiary to, incurdirectly or indirectly, create, assume incur, guarantee or suffer to exist any DebtDebt or Contingent Obligation, except: (a) the Notes or other Indebtedness Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness Obligations arising under the Loan Documents.; (b) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course Ordinary Course of business which are Business to the extent, in each case, not greater past due for more than sixty ninety (6090) days past after the date of invoice on which such accounts payable, accrued expenses, liabilities or delinquent other obligations were created or which are incurred unless 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 $500,000.Permitted Purchase Money Debt; (d) Debt associated with arising from performance or appeal bonds or surety obligations required by Governmental Requirements Applicable Law in connection with the operation of the Oil Properties of any Borrower or any Restricted Subsidiary and Gas Properties.in the Ordinary Course of Business; (e) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g10.2.4(d) and with respect to Investments in Foreign Subsidiaries, Section 10.2.4(m)(ii), (X) intercompany Debt between the Borrowers, between any Borrower and any Restricted Subsidiary or between Restricted Subsidiaries; provided, that all such Debt shall be (i) evidenced by a master intercompany note, in form and substance reasonably satisfactory to Administrative Agent (the “Intercompany Note”), and, if owed to an Obligor, which shall be subject to a first priority (or, subject to the Intercreditor Agreement, second priority) perfected Lien in favor of Administrative Agent pursuant to the Loan Documents, and (ii) unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Intercompany Note and (Y) intercompany Debt owing by any Borrower or any Restricted Subsidiary to any Excluded Subsidiary, provided that such Debt is evidenced by the Intercompany Note to which such Excluded 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; (f) Debt issued to insurance companies, or their affiliates, to finance insurance premiums payable to such insurance companies in connection with insurance policies purchased by a Obligor in the Ordinary Course of Business; (g) Debt (i) with respect to (X) the Term Loans made or deemed made on the Third Amendment Effective Date pursuant to the Term Loan Credit Agreement in an aggregate principal amount not heldto exceed $51,215,625 at any time outstanding plus (Y) any increase in the principal amount of the Term Loans solely as a result of paid-in-kind interest thereon; (h) Debt with respect to Permitted Junior Priority Secured/Unsecured Debt (and any Permitted Junior Priority Secured/Unsecured Debt or Permitted Unsecured Debt which refinances or replaces such Permitted Junior Priority Secured/Unsecured Debt, assignedincluding any such refinancing or replacement Debt) that is incurred in reliance on this Section 10.2.1(h)) in an aggregate principal amount not to exceed $50,000,000 at any time outstanding for all such Debt; (i) Debt with respect to Permitted Junior Priority Secured/Unsecured Debt to the extent the proceeds of such Debt are used to refinance, transferredin whole or in part, negotiated any unsecured Debt as long as (i) each of the Refinancing Conditions (other than with respect to clause (e) of the definition of “Refinancing Conditions”) are satisfied and (ii) after giving effect to the incurrence of such Debt (including any such refinancing or pledged replacement Debt), the ratio of (X) the PP&E Value to (Y) the aggregate principal amount of Debt permitted by Section 10.2.1(g) that is outstanding on such date and all Permitted Junior Priority Secured/Unsecured Debt incurred prior to the date of determination in reliance on this Section 10.2.1(i) (including, for the avoidance of doubt, any Person such Permitted Junior Priority Secured/Unsecured Debt that is unsecured) is at least 1.35 to 1.00 and Administrative Agent receives a certificate of a Senior Officer, in form and substance reasonably satisfactory to Administrative Agent, certifying and demonstrating in reasonable detail that all of the requirements set forth in subclauses (i) and (ii) of this clause (i) have been satisfied or will be satisfied on or prior to the incurrence of such Debt; (j) Debt with respect to Borrowed Money owing by Foreign Subsidiaries to non-Affiliates in an aggregate principal amount not to exceed $5,000,000 as long as (a) no Obligor (i) provides any guarantee or credit support of any kind (including any undertaking, guarantee, indemnity, agreement or instrument that would constitute Debt) or (ii) is directly or indirectly liable (as a guarantor or otherwise) for such Debt; (b) the incurrence of which will not result in any recourse against any of the assets of any Obligor and (c) no default with respect to which would permit (upon notice, lapse of time or both) any holder of any other Debt of any Obligor to declare pursuant to the express terms governing such Debt a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its stated maturity; (k) Borrowed Money (other than the Borrower Obligations, Term Loans and Permitted Purchase Money Debt) set forth on Schedule 10.2.1(k), but only to the extent outstanding on the Closing Date; (l) Debt with respect to Bank Products incurred in the Ordinary Course of Business; (m) Debt that is in existence when a Person becomes a Restricted Subsidiary or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed is secured by either the an asset (other than Accounts) when acquired by a Borrower or a Guarantor Restricted Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition; provided that, after giving pro forma effect to such incurrence of Debt and acquisition of such Restricted Subsidiary or asset pursuant to this clause (m), (i) the Fixed Charge Coverage Ratio on a pro forma basis (x) for the four-Fiscal Quarter period ending on the last day of the most recent Fiscal Quarter prior to the date of such payment or transaction, in each case for which Administrative Agent has received financial statements in accordance with Section 10.1.2(a) or 10.1.2(b) or (y) during the Reporting Trigger Period, for the 12-month period ending on the last day of the most recent month prior to the date of such payment or transaction (on the basis of internally prepared monthly financial statements for the 12-month period then ended), is at least 1.00 to 1.00 and (ii) the Asset Coverage Ratio (which shall be calculated excluding the value of the assets acquired that are subject to Liens other than liens in favor of Administrative Agent or Permitted Liens that have priority by operation of law, to the extent of the amount of the obligation secured by such Liens) exceeds the Asset Coverage Ratio calculated immediately prior to such incurrence of Debt and acquisition of such Restricted Subsidiary or asset pursuant to this clause (m) and Administrative Agent receives a certificate of a Senior Officer certifying and demonstrating in reasonable detail that all of the requirements set forth in clauses (i) and (ii) of this clause (m) have been satisfied or will be satisfied on or prior to the incurrence of such Debt; (n) Permitted Contingent Obligations; (o) Refinancing Debt as long as each Refinancing Condition is satisfied; (p) Permitted Unsecured Debt that is not included in any of the preceding clauses of this Section so long as, giving pro forma effect to any incurrence of Debt pursuant to this clause (p), the Fixed Charge Coverage Ratio on a pro forma basis (x) for the four-Fiscal Quarter period ending on the last day of the most recent Fiscal Quarter for which Administrative Agent has received financial statements in accordance with Section 10.1.2(a) or 10.1.2(b) or (y) during the Reporting Trigger Period, for the 12-month period ending on the last day of the most recent month (on the basis of internally prepared monthly financial statements for the 12-month period then ended), prior to the date of such payment or transaction, is at least 1.00 to 1.00 and Administrative Agent receives a certificate of a Senior Officer certifying and demonstrating in reasonable detail that all of the requirements set forth in this clause (p) have been satisfied or will be satisfied on or prior to the incurrence of such Debt; (q) Debt with respect to Hedging Agreements entered into in compliance with Section 10.2.14; (r) unsecured subordinated Debt incurred (or any subordinated Disqualified Capital Stock issued) pursuant to Section 10.3.3(c) of the Term Loan Credit Agreement (as in effect on the Closing Date) solely to extent necessary in accordance with Section 10.3.3(c) of the Term Loan Credit Agreement to bring the Company and its Subsidiaries in compliance with Section 10.3.1 or 10.3.2 of the Term Loan Credit Agreement, as applicable, which shall be subordinated in right of payment to the Indebtedness on Obligations upon subordination terms as are reasonably satisfactory to the Administrative Agent.; and (f) endorsements of negotiable instruments for collection in the ordinary course of business. (gs) Debt existing on the date hereof in respect of purchase cards and disclosed to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, similar services in a principal amount not to exceed $500,000 in the aggregate at any one time outstanding300,000. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower Borrowers will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans, any Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans, any Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrowers and their Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the due 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. (cd) Debt (including guarantees) under Capital Leases and purchase money obligations not to exceed $500,0002,500,000 in the aggregate. (de) Debt (including guarantees) associated with bonds or surety obligations required by Governmental Requirements or any other Person in connection with the operation of the Oil and Gas Properties. (ef) intercompany Debt between the Borrower Borrowers, between either of the Borrowers and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than either of the Borrower Borrowers or one of its their Wholly-Owned SubsidiariesSubsidiaries or the Administrative Agent on behalf of the "Lenders" and "Swap Counterparties" (as such terms are defined in the Intercreditor Agreement), and, provided further, that any such Debt owed by either the a Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentSecurity Agreement or the Intercreditor Agreement. (fg) endorsements of negotiable instruments for collection in the ordinary course of business. (gh) Debt existing on under the date hereof and disclosed to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, Senior Credit Agreement that does not to exceed $500,000 in the aggregate at $100,000,000 minus the aggregate amount of the net proceeds received from any one time outstandingsale of assets that is applied as described in Section 9.12(d) to repay or retire term loan debt under the Senior Credit Agreement or permanently reduce the revolving commitments thereunder and (ii) Debt under the Third Lien Term Loan Agreement and any guarantees thereof, the principal amount of which Debt does not exceed $75,000,000 in the aggregate. (i) other Debt approved by the Majority Lenders in connection with Swap Agreements and subordinated to Borrower's obligations to Lenders permitted in a manner acceptable to Administrative Agent in its sole discretionaccordance with Section 9.18. (j) reimbursement obligations under (i) letters of credit outstanding on the date of this Agreement and (ii) other letters of credit provided the aggregate undrawn face amount of such other letters of credit does not exceed $20,000,000. (k) guarantees of Debt arising under Swap Agreements otherwise permitted under Section 9.18 hereof9.02.

Debt. The No Borrower will not(other than the U.S. Borrower) shall, and will not nor shall any Borrower permit any Subsidiary to, issue, incur, assume, create, assume or suffer to exist have outstanding any Debt, exceptor incur liabilities for interest rate, currency, or commodity 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 other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Notes or other Indebtedness arising under Obligations of the Loan Documents or any guaranty of or suretyship arrangement for Canadian Borrower and the Notes or other Indebtedness arising under Designated Borrowers owing to the Loan Documents.Administrative Agent, the L/C Issuers and the Lenders (and their Affiliates); (b) accounts payable obligations of any Subsidiary arising out of interest rate, foreign currency, and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business which are and 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.speculative purposes; (c) Debt under Capital Leases not to exceed $500,000. (d) Debt associated with bonds endorsement of items for deposit or surety obligations required by Governmental Requirements in connection with the operation collection of the Oil and Gas Properties. (e) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agent. (f) endorsements of negotiable instruments for collection commercial paper received in the ordinary course of business.; (gd) intercompany advances from time to time owing by any Subsidiary to the U.S. Borrower or another Subsidiary, Guarantees and similar undertakings by a Borrower (other than the U.S. Borrower) or a Subsidiary in respect of such obligations of the U.S. Borrower or any Subsidiary; 67 (e) Debt existing outstanding (or commitments existing) on the date hereof and disclosed to the Lenders listed on Schedule 9.02.8.7 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 a premium or other amount paid, and fees and expenses incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (hf) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof or is amalgamated with, merged into or consolidated with the U.S. Borrower, the Canadian Borrower or any Subsidiary of the U.S. Borrower after the date hereof, which is existing at the time such Person becomes a Subsidiary of a Borrower or is so amalgamated, merged or consolidated (other Debtthan Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower); (g) Guarantees by any Subsidiary of any Debt of any other Subsidiary and Guarantees by any Borrower (other than the U.S. Borrower) of any Debt of any other Borrower; and (a) Priority Debt and (b) obligations of Subsidiaries in respect of letters of credit, including purchase-money obligationsin each case, not to exceed $500,000 in otherwise permitted by this Section 8.7; provided that the sum of the aggregate at any one time outstanding. 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 (b), only including the amount of obligations constituting reimbursement obligations with respect to such letters of credit to the extent drawn) plus (without duplication) the aggregate principal amount of indebtedness or other Debt approved obligations secured by a Lien pursuant to Section 8.8(j) do not exceed 10% of Consolidated Total Capitalization as of the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionmost recently ended fiscal quarter of the U.S. Borrower at any time. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the 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 DocumentsObligations. (b) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (c) Debt under Capital Leases not to exceed $500,0002,000,000. (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 Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness Obligations on terms satisfactory to the Administrative Agent. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Debt existing on the date hereof and disclosed to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, not to exceed $500,000 2,000,000 in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (jh) Debt arising under Swap Agreements permitted under Section 9.18 hereof. (i) so long there exists no Default before and after giving effect to any such incurrence, Senior Notes so long as in each case, (i) the maturity date of such Senior Notes is not less than one year after the Maturity Date, (ii) the indentures or other agreements under which any Senior Notes are issued and all other instruments, agreements and other documents evidencing or governing such Senior Notes or providing for any guarantee or other right in respect thereof have terms that are not more restrictive on the Parent, the Borrower or any of the Subsidiaries than the terms of this Agreement and the other Loan Documents, and (iii) the Senior Notes are unsecured. (j) Debt arising under the First Lien Credit Agreement which may not exceed $1,500,000,000 in principal amount.

Debt. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements, and any Permitted Refinancing Debt in respect thereof. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent such payment is due or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (cd) Debt under Capital Leases not to exceed $500,000. (de) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (ef) endorsements of negotiable instruments for collection in the ordinary course of business. (g) intercompany Debt between the Borrower and any a Subsidiary that is a Guarantor or between Subsidiaries to the extent permitted by Section 9.05(g)that are Guarantors; 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 SubsidiariesBorrower, and, provided further, that any such Debt owed by either the Borrower or a Guarantor Subsidiary shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agent. (f) endorsements of negotiable instruments for collection set forth in the ordinary course of business. (g) Debt existing on the date hereof and disclosed to the Lenders on Schedule 9.02Guaranty Agreement. (h) other Debt, including purchase-money obligations, Debt not to exceed $500,000 1,000,000 in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will not, and Loan Parties will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the 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) accounts payable and accrued expenses, liabilities Debt associated with bonds or other surety obligations to pay the deferred purchase price of Property in connection with (i) obligations or services, from time to time incurred liabilities arising in the ordinary course of business which are not greater than sixty business, (60ii) days past Governmental Requirements, (iii) the date operation of invoice Oil and Gas Properties 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(iv) judgments pending appeal. (c) Debt under Capital Leases not to exceed $500,000endorsements of negotiable instruments for collection in the ordinary course of business. (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 Subsidiary of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness Obligations on terms satisfactory set forth in the Guaranty Agreement. (e) Unsecured senior debt, provided that the principal amount does not exceed $300,000,000 (“Senior Unsecured Notes”), and any guarantees thereof; provided that (i) both before and after giving effect to the Administrative Agentincurrence of the Senior Unsecured Notes, no Default or Event of Default has occurred and is continuing and after giving effect to the incurrence of the Senior Unsecured Notes on a pro forma basis, the Loan Parties shall be in compliance with the covenants set forth in Section 9.01, (ii) the Senior Unsecured Notes remain unsecured prior to the Maturity Date, (iii) no scheduled payment of principal, scheduled mandatory redemption or scheduled sinking fund payment may be due prior to 180 days following the Maturity Date, (iv) the financial covenants governing such Debt are no more restrictive with respect to the Parent and its Subsidiaries than the financial covenants under this Agreement and all of the covenants and events of default governing such Debt are not more restrictive with respect to the Borrower and its Subsidiaries than the covenants and Events of Default under this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause and (v) the Senior Unsecured Notes shall not be prepaid if an Event of Default has occurred and is continuing, other than an exchange or refinance that does not result in a reduction of the principal amount of such Senior Unsecured Notes. (f) endorsements Debt under Capital Leases or purchase money Debt not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and which, at the time incurred, is not reasonable anticipated to extend beyond the useful life of negotiable instruments for collection in the ordinary course of businessProperty leased or acquired. (g) other Debt existing on the date hereof and disclosed to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, not to exceed $500,000 10,000,000 in the aggregate principal amount at any one time outstanding. (ih) other the First Lien Debt approved by under the Majority Lenders and subordinated First Lien Loan Documents, subject to Borrower's obligations to Lenders the terms of the Intercreditor Agreement; so long as the Capped Obligations (as defined in a manner acceptable to Administrative Agent the Intercreditor Agreement) are less than the First Lien Cap (as defined in its sole discretionthe Intercreditor Agreement). (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The None of the Parent, the Borrower or any of their Subsidiaries will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the 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) 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 which are not greater than sixty ninety (6090) 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 $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 among the Parent, the Borrower and any Subsidiary of the Borrower's Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower Parent or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by the Borrower to either the Borrower Parent or a Guarantor shall be subordinated to the Indebtedness owed by the Borrower or a Guarantor on terms satisfactory to set forth in the Administrative AgentGuarantee Agreement. (fd) endorsements of negotiable instruments for collection in the ordinary course of business. (ge) Subordinated Debt, the principal amount of which does not exceed $250,000,000 and any guarantees thereof; provided that (i) the Borrower shall have complied with Section 8.01(p), (ii) at the time of incurring such Subordinated Debt existing on (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 concurrent repayment of Debt with the 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, (iv) such Subordinated Debt does not have any scheduled amortization prior to the date hereof 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 disclosed any guarantees thereof are subordinated on terms satisfactory to the Administrative Agent and the Required Lenders on Schedule 9.02and (vii) prior to the incurrence of such Debt, the Borrowing Base is adjusted pursuant to Section 2.07(e). (hf) other Debt, including purchase-Capital Leases and purchase money obligationsDebt not to exceed $1,000,000 in the aggregate, not to exceed the lesser of $500,000 5,000,000 or 5% of the then effective Borrowing Base in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Neither the Borrower nor any of its Subsidiaries will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the 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 DocumentsIndebtedness. (b) 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 which are not greater than sixty ninety (6090) 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 $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 Subsidiary of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its their Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentGuaranty Agreement. (fd) endorsements of negotiable instruments for collection in the ordinary course of business. (e) Debt (i) associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of Oil and Gas Properties in the ordinary course of business and (ii) comprised of guarantees of obligations of Subsidiaries under marketing agreements entered into in the ordinary course of business. (f) Capital Leases not to exceed $25,000,000 in the aggregate at any one time. (g) Funded Debt existing on and any guarantees thereof, provided that (i)(A) at the date hereof time such Funded Debt is incurred, no Default has occurred and disclosed is then continuing and (B) no Default would result from the incurrence of such Funded Debt after giving effect to the Lenders incurrence of such Funded Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) immediately after the incurrence of such Funded Debt, the Borrowing Base shall be adjusted Houston 3931255v.7 in accordance with Section 2.07(e) and the incurrence of such Funded Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding such adjusted Borrowing Base, (iii) such Funded Debt does not have any scheduled amortization prior to four years after the Maturity Date, (iv) such Funded Debt does not mature sooner than four years after the Maturity Date, (v) such Funded Debt and any guarantees thereof are on Schedule 9.02market terms for issuers of similar size and credit quality given the then prevailing market conditions and (vi) such Funded Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions) which would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) other Debt, including purchase-money obligations, Debt not to exceed $500,000 40,000,000 in the aggregate at any one time outstanding. (i) other Debt approved incurred by the Majority Lenders Borrower pursuant to the Senior Notes and subordinated to Borrower's obligations to Lenders any Permitted Refinancing Debt in a manner acceptable to Administrative Agent in its sole discretionrespect thereof. (j) Extensions, renewals or replacements of any Debt arising (for purposes of this paragraph (j), “refinancing debt”) permitted in clauses (a) through (h) so long as (i) the principal amount (or accreted value, if applicable) of such refinancing debt does not exceed the principal amount (or accreted value, if applicable) of the Debt extended, renewed or replaced (plus all accrued interest on the Debt and the amount of all expenses and premiums incurred in connection therewith), (ii) such refinancing debt has a final maturity date later than the final maturity date of the Debt being extended, renewed or replaced, (iii) if the Debt being extended, renewed or replaced is subordinated in right of payment to the obligations under Swap Agreements permitted this Agreement, such refinancing debt has a final maturity date equal to or later than the final maturity date of, and is subordinated in right of payment to, the obligations under Section 9.18 hereofthis Agreement on terms at least as favorable to the Lenders as those contained in the documentation governing the Debt being extended, renewed or replaced, (iv) such refinancing debt is incurred either by the Borrower or by a Subsidiary who is the obligor on the Debt being extended, renewed or replaced, and (v) if incurred by the Borrower, such refinancing debt may be guaranteed by the Guarantors.

Debt. The Neither the Borrower nor any of its Subsidiaries will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the 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) 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 which are not greater than sixty ninety (6090) 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 $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 Subsidiary of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its their Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentGuaranty Agreement. (fd) endorsements of negotiable instruments for collection in the ordinary course of business. (ge) Debt existing on now or hereafter outstanding under the date hereof Senior Revolving Credit Agreement (and disclosed any guarantees thereof by the Guarantors), provided that (i) the aggregate principal amount of the Senior Revolving Credit Agreement shall not exceed $800,000,000, (ii) no part of the Debt for principal owing under the Senior Revolving Credit Agreement is subordinated in right of payment to any other Debt for principal owing under the Senior Revolving Credit Agreement, (iii) such Debt is comprised of a single facility with no differentiation among lenders in the revolving character, pricing or maturity thereof and (iv) after giving effect to the Lenders on Schedule 9.02incurrence of such Debt, no Default or Event of Default exists under Section 9.01. (hf) other Debt, including purchase-money obligations, Debt not to exceed $500,000 10,000,000 in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower Borrowers will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any ---- Debt, except: (a) the Loans, any Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans, any Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrowers and their Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the due 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. (cd) Debt (including guarantees) under Capital Leases and purchase money obligations not to exceed $500,0002,500,000 in the aggregate. (de) Debt (including guarantees) associated with bonds or surety obligations required by Governmental Requirements or any other Person in connection with the operation of the Oil and Gas Properties. (ef) intercompany Debt between the Borrower Borrowers, between either of the Borrowers and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than either of the Borrower Borrowers or one of its their Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the a Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentSecurity Agreement. (fg) endorsements of negotiable instruments for collection in the ordinary course of business. (gh) Debt existing on under the date hereof and disclosed to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, Senior Credit Agreement that does not to exceed $500,000 100,000,000 in the aggregate at any one time outstandingaggregate. (i) other Debt approved by the Majority Lenders in connection with Swap Agreements and subordinated to Borrower's obligations to Lenders permitted in a manner acceptable to Administrative Agent in its sole discretionaccordance with Section 9.18. (j) reimbursement obligations under (i) letters of credit outstanding on the date of this Agreement and (ii) other letters of credit provided the aggregate undrawn face amount of such other letters of credit does not exceed $20,000,000. (k) guarantees of Debt arising under Swap Agreements otherwise permitted under Section 9.18 hereof9.02.

Debt. The Borrower It will not, and will not permit any Subsidiary of its Subsidiaries to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements, and any Permitted Refinancing Debt in respect thereof. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty ninety (6090) 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. (cd) Debt under Capital Leases not to exceed $500,0002,000,000. (de) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (ef) intercompany Debt between the Borrower Parent and any Subsidiary Guarantor or between Subsidiaries Guarantors to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower Parent or one of its Wholly-Owned Subsidiaries, the Guarantors; and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentGuaranty Agreement. (fg) endorsements of negotiable instruments for collection in the ordinary course of business. (gh) Debt existing on (i) under the date hereof Senior Notes and disclosed to any guarantees thereof, the Lenders on Schedule 9.02principal amount of which does not exceed $150,000,000 in the aggregate and (ii) Debt which constitutes Permitted Refinancing Debt of the Senior Notes and any guarantees thereof. (hi) Debt incurred to finance premiums for insurance policies required under Section 7.12. (j) other Debt, including purchase-money obligations, Debt not to exceed $500,000 5,000,000 in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected in the Pro Forma Financial Statements or on Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) 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. (cd) Debt under Capital Leases or Purchase Money Debt not to exceed $500,00015,000,000 in the aggregate at any time outstanding. (de) Debt associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations required by Governmental Requirements Law or third parties in connection with the operation of the Oil and Gas PropertiesProperties and otherwise in the ordinary course of business. (ef) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned SubsidiariesSubsidiaries except pursuant to the Loan Documents, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agent. (f) endorsements of negotiable instruments for collection set forth in the ordinary course of businessGuaranty Agreement. (g) Debt existing on resulting from the date hereof and disclosed to endorsement of negotiable instruments in the Lenders on Schedule 9.02ordinary course of business or arising from the honoring of a check, draft or similar instrument presented by the Borrower or any Restricted Subsidiary in the ordinary course of business against insufficient funds. (h) Senior Notes, provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization of principal or a maturity date prior to 120 days after the Maturity Date, (iii) such Debt does not contain mandatory redemption events that require the redemption of such Debt prior to 120 days after the Maturity Date, (iv) such Debt does not prohibit prior repayment of Loans, (v) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other DebtLoan Documents, including purchaseand (vi) the terms of such Debt are the result of arm’s-money obligations, not to exceed $500,000 in the aggregate at any one time outstandinglength negotiations. (i) Debt (other than Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders for borrowed money) arising from judgments or orders in a manner acceptable to Administrative Agent in its sole discretioncircumstances not constituting an Event of Default. (j) Debt arising under Swap Agreements of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower or any Restricted Subsidiary, or is merged or consolidated with or into the Borrower or any Restricted Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of such event, (ii) neither the Borrower nor any of the Restricted Subsidiaries shall be liable for such Debt, (iii) the Borrower is in Pro Forma Compliance with the covenants contained in Section 9.01, (iv) the principal amount of such Debt that is secured does not exceed $25,000,000 in the aggregate at any time outstanding, and (v) any such Debt that is unsecured has a maturity date not sooner than 120 days after the Maturity Date. (k) Debt secured by Liens on Property other than Oil and Gas Properties not to exceed $10,000,000 in the aggregate at any time outstanding. (l) Debt incurred by the entering into of any guarantee of, or into another contingent obligation with respect to, other Debt or other liability of any other Person (other than another Loan Party) to the extent such Debt is permitted under Section 9.18 hereof9.05. (m) Debt secured by Liens on APL Units permitted under Section 9.03(h) in an aggregate principal amount not to exceed the fair market value of such APL Units. (n) other unsecured Debt incurred after the date of this Agreement not to exceed $30,000,000 in the aggregate at any time outstanding.

Debt. The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected in the Pro Forma Financial Statements or on Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) 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. (cd) Debt under Capital Leases or Purchase Money Debt not to exceed $500,00015,000,000 in the aggregate at any time outstanding. (de) Debt associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations required by Governmental Requirements Law or third parties in connection with the operation of the Oil and Gas PropertiesProperties and otherwise in the ordinary course of business. (ef) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned SubsidiariesSubsidiaries except pursuant to the Loan Documents, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) Debt resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, draft or similar instrument presented by the Borrower or any Restricted Subsidiary in the ordinary course of business against insufficient funds. (h) Debt in respect of unsecured notes, provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization of principal or a maturity date prior to 120 days after the Maturity Date, (iii) such Debt does not contain mandatory redemption events that require the redemption of such Debt prior to 120 days after the Maturity Date, (iv) such Debt does not prohibit prior repayment of Loans, (v) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents, and (vi) the terms of such Debt are the result of arm’s-length negotiations. (i) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not constituting an Event of Default. (j) Debt of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower or any Restricted Subsidiary, or is merged or consolidated with or into the Borrower or any Restricted Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of such event, (ii) neither the Borrower nor any of the Restricted Subsidiaries shall be liable for such Debt, (iii) the Borrower is in Pro Forma Compliance with the covenants contained in Section 9.01, (iv) the principal amount of such Debt that is secured does not exceed $25,000,000 in the aggregate at any time outstanding, and (v) any such Debt that is unsecured has a maturity date not sooner than 120 days after the Maturity Date. (k) Debt secured by Liens on Property other than Oil and Gas Properties not to exceed $10,000,000 in the aggregate at any time outstanding. (l) Debt incurred by the entering into of any guarantee of, or into another contingent obligation with respect to, other Debt or other liability of any other Person (other than another Loan Party) to the extent such Debt is permitted under Section 9.05. (m) Debt which represents an extension, refinancing, or renewal of any of the Senior Notes; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal, (ii) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Debt so extended, refinanced or renewed and such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes becoming due earlier than the date that is 120 days after the Maturity Date, and (iii) if the Debt that is refinanced, renewed, or extended was subordinated in right of payment to 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. (n) other unsecured Debt incurred after the date of this Agreement not to exceed $30,000,000 in the aggregate at any time outstanding. (o) unsecured Debt owing by the Borrower to the Atlas Energy which shall not exceed $50,000,000 outstanding at any time; provided that (i) any such Debt shall be on terms and conditions customary for subordinated unsecured intercompany debt and (ii) concurrently with the incurrence of any such Debt, the Atlas Energy shall have executed and delivered to the Administrative Agent a debt subordination agreement subordinating repayment of such Debt to the Indebtedness, in form and substance satisfactory to the Administrative Agent. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (gp) Debt existing on under the date hereof First Lien Loan Documents and disclosed to the Lenders on Schedule 9.02guarantee obligations of any Loan Party in respect thereof. (h) other Debt, including purchase-money obligations, not to exceed $500,000 in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness Obligations arising under the Loan Documents. (b) Debt of the Borrower and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and described 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 which are not greater than sixty ninety (6090) 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. (cd) Debt under Capital Leases or nonrecourse purchase money Debt not to exceed $500,0001,000,000 at any time. (de) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (ef) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g)) or between Unrestricted Subsidiaries; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agent. (fg) endorsements of negotiable instruments for collection in the ordinary course of business. (gh) Debt existing on the date hereof and disclosed arising under take-or-pay agreements or gas balancing agreements which do not give rise to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, not to exceed $500,000 liability in the aggregate on a consolidated basis for the Borrower in excess of $1,000,000 at any one time outstanding. (i) other Debt approved by incurred in the Majority Lenders and subordinated to ordinary course of Borrower's obligations to Lenders ’s business in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under connection with Swap Agreements provided they are permitted under Section ‎Section 9.18 hereofof this Agreement.

Debt. The Neither the Borrower nor any of its Subsidiaries will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the 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) 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 which are not greater than sixty (60) 90 days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (c) Debt under Capital Leases not to exceed $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 Subsidiary of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its their Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentGuaranty Agreement. (fd) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Debt existing on the date hereof and disclosed to the Lenders on Schedule 9.02. (he) other Debt, including purchase-money obligations, Debt not to exceed $500,000 20,000,000 in the aggregate at any one time outstanding. (f) Debt under any Senior Notes issued after the Effective Date, provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) after giving effect to each such incurrence, the Borrower is in pro forma compliance with Section 9.01(b), (iii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iv) such Debt does not mature sooner than one year after the Maturity Date, (v) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Debt approved Loan Documents, and (vi) the Borrowing Base is adjusted as contemplated by Section 2.07(f) and the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted Borrower makes any prepayment required under Section 9.18 hereof3.04(c)(iii).

Debt. The Neither the Parent Borrower nor any other Restricted Subsidiary will not, and will not permit any Subsidiary to, incur, create, assume or suffer permit to exist any Debt, except: (a) the Notes The Loans or other Indebtedness arising under the Loan Documents Obligations or any guaranty of or suretyship arrangement for the Notes Loans or other Indebtedness arising under the Loan DocumentsObligations. (b) accounts (i) Debt of the Loan Parties existing on the Original Closing Date and listed on Schedule 9.01 to the Original Credit Agreement, (ii) the Senior Notes and Senior Notes Guarantees issued on the Original Closing Date (including any notes and guarantees issued in exchange therefor in accordance with the registration rights document entered into in connection with the issuance of the Senior Notes and Senior Notes Guarantees) and (iii) any refinancings, refundings, renewals or extensions thereof; provided that (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith, (B) such refinancing Debt has a later or equal final maturity and longer or equal Weighted Average Life to Maturity than the Debt being renewed or refinanced and (C) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall, in the aggregate, not be materially less favorable to the Lenders than those contained in the Debt being renewed or refinanced. (c) Accounts payable and 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 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 $500,000business. (d) Debt associated with bonds or surety obligations required permitted by Governmental Requirements in connection with the operation of the Oil and Gas PropertiesSection 9.03(c). (e) intercompany Debt between arising from the Borrower and any Subsidiary honoring by a bank or between Subsidiaries to other financial institution of a check, draft or similar instrument inadvertently (except in the extent permitted by Section 9.05(g)case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided provided, however, that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one extinguished within five Business Days of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agentincurrence. (f) endorsements Debt of negotiable instruments the Parent Borrower and the other Restricted Subsidiaries under Hedging Agreements entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the operations of the Parent Borrower and the other Restricted Subsidiaries, including guarantees of any such Hedging Agreements. (g) Debt in respect of bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for collection the account of any Company in the ordinary course of business, including guarantees or obligations of any Company with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other than for an obligation for money borrowed). (h) Any guaranty by the Parent Borrower or another Restricted Subsidiary of Debt of a Loan Party that is permitted under this Agreement. (i) Debt consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business. (gj) Debt existing on arising in connection with endorsement of instruments for deposit in the date hereof and disclosed to the Lenders on Schedule 9.02ordinary course of business. (hk) other DebtDebt in respect of Purchase Money Obligations and Capitalized Lease Obligations, including purchase-money obligationsand refinancings or renewals thereof, in an aggregate amount not to exceed $500,000 in the aggregate 30.0 million at any one time outstanding. (l) Debt assumed in connection with any Permitted Acquisition or of any Person that becomes a Restricted Subsidiary after the Original Closing Date; provided that (i) such Debt exists at the time such Permitted Acquisition is consummated or such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with the consummation of such Permitted Acquisition or such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Debt (other Debt approved than Capitalized Lease Obligations) permitted by this clause (l) shall not exceed $15.0 million at any time outstanding and the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionaggregate principal amount of Capitalized Lease Obligations permitted by this clause (l) shall not exceed $75.0 million at any time outstanding. (jm) Debt arising under Swap Agreements representing deferred compensation to employees of the Companies or similar arrangements (including, without limitation, Debt issued in connection with Restricted Payments permitted under Section 9.18 hereof9.04(d)). (n) Debt incurred in a Permitted Acquisition or a transaction permitted under Section 9.16 solely due to terms providing for the adjustment of a purchase price or similar adjustments. (i) unsecured Debt incurred to finance a Permitted Acquisition; provided that, after giving effect to such incurrence and such Permitted Acquisition on a Pro Forma Basis, (A) no Default then exists or would result therefrom, (B) the Parent Borrower shall be in compliance with the Financial Covenants on a Pro Forma Basis as of the most recent Test Period (assuming, for purposes of Sections 9.12 and 9.13, that such Permitted Acquisition and incurrence of Debt, and all other Permitted Acquisitions and incurrences of Debt consummated since the first day of the relevant Test Period for each of the Financial Covenants ending on or prior to the date of such transaction, had occurred on the first day of such relevant Test Period); provided that with respect to Section 9.12, after giving effect to such incurrence and such Permitted Acquisition on a Pro Forma Basis, the Leverage Ratio shall be at least 0.50:1.00 less than the maximum Leverage Ratio permitted under Section 9.12 as of the end of the latest Test Period, and (C) in the case of any Debt incurred under this clause (o)(i), such Debt has a later or equal final maturity and longer or equal Weighted Average Life to Maturity than the Term Loans, and (ii) other unsecured Debt in an aggregate principal amount not exceeding $15.0 million at any time outstanding.

Debt. The Borrower will shall not, and will shall not permit any Subsidiary to, create, incur, create, assume or suffer to exist any Debt, except: (ai) the Notes or other Indebtedness arising Obligations to Lenders; (ii) obligations outstanding under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.Senior Credit Facility; (biii) Capitalized leases which do not exceed five hundred thousand dollars ($500,000) in the aggregate; (iv) obligations secured by Permitted Encumbrances; (v) obligations in connection with a Hedging Agreement required by this Agreement or otherwise approved by Lenders and described on Schedule 7.1(v); (vi) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property property or services, from time to time incurred in the ordinary course of business which are not greater than sixty ninety (6090) 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 $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 Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agent. (fvii) endorsements of negotiable instruments for collection in the ordinary course of business.; (gviii) Debt existing on the date hereof and disclosed to the Lenders described in Schedule 7.1(viii); (ix) obligations among Guarantor, Borrower or any of their Subsidiaries; (x) obligations described on Schedule 9.02.7.1(x) associated with bonds or surety obligations required by any governmental or regulatory authority or prior owner in connection with owning or operating its Hydrocarbon properties in the ordinary course of business; (hxi) obligations not to exceed at any one time $500,000 related to purchase money financing; (xii) obligations relating to net production imbalances not to exceed at any one time $1,000,000; (xiii) obligations relating to overriding royalties and other Debtinterests carved out of production incurred in the ordinary course of oil and gas exploration and development projects; (xiv) obligations associated with the financing of premiums for business insurance of Guarantor, including purchaseBorrower and their Subsidiaries; (xv) contingent obligations of Guarantor described on Schedule 7.1(xv) in connection with guarantees of the obligations of Borrower and its Subsidiaries in connection with owning and operating Hydrocarbon properties in the ordinary course of business; and (xvi) non-money obligations, recourse obligations not to exceed $500,000 in the aggregate at any one time outstanding25,000,000. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the 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) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty ninety (6090) 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 the greater of $500,000500,000 or five percent (5%) of the then effective Conforming Borrowing Base. (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 Subsidiary of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentGuaranty Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) other Debt existing on the date hereof and disclosed to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, not to exceed the greater of $500,000 or five percent (5%) of the then effective Conforming Borrowing Base in the aggregate at any one time outstanding. (ih) other Debt approved by under the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionSenior Subordinated Convertible Notes, the principal amount of which does not exceed $9,000,000. (ji) Debt arising under non-cash liabilities created by SFAS 133 for Swap Agreements permitted under Section 9.18 hereofand the Senior Subordinated Convertible Notes and associated warrants.

Debt. The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans, any Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans, any Notes or other Indebtedness arising under the Loan Documents, and any deferred put premiums associated with Swap Agreements entered into with an Approved Counterparty. (b) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than 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. (cd) Debt (including guarantees) under Capital Leases Leases, provided that the aggregate amount of such Debt and Debt incurred pursuant to Sections 9.02(k) and (l) does not to exceed $500,00050,000,000 at any one time outstanding. (de) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (ef) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentGuaranty Agreement. (fg) endorsements of negotiable instruments for collection in the ordinary course of business. (gh) Debt existing under any Senior Notes outstanding on the date hereof Effective Date and disclosed to the Lenders on Schedule 9.02any Permitted Refinancing Debt in respect thereof. (hi) Debt under any Senior Notes issued after the Effective Date, provided that (1) at the time of incurring such Debt (a) no Default has occurred and is then continuing and (b) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (2) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (3) such Debt does not mature sooner than one year after the Maturity Date, (4) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other DebtLoan Documents, (5) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies and (6) the Borrowing Base is adjusted as contemplated by Section 2.07(d) and the Borrower makes any prepayment required under Section 3.04(c)(iii). (j) Debt incurred to finance insurance premiums. (k) Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any fixed or capital assets, including purchase-money obligationsDebt assumed in connection with the acquisition of such assets; provided that (i) the principal amount of such Debt does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (ii) the aggregate amount of such Debt and Debt incurred pursuant to Sections 9.02(d) and (l) does not to exceed $500,000 in the aggregate 50,000,000 at any one time outstanding. (il) other Debt, provided that the aggregate amount of such Debt approved by and Debt incurred pursuant to Sections 9.02(d) and (k) does not exceed $50,000,000 at any one time outstanding. For the Majority Lenders and subordinated avoidance of doubt, an issue of Senior Notes may be comprised of Debt only a portion of which constitutes Permitted Refinancing Debt to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionthe extent the aggregate principal amount thereof exceeds the current principal amount of the Senior Notes being refinanced or replaced. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the 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) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty ninety (6090) 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 the greater of $500,0001,000,000 or five percent (5%) of the then effective Conforming Borrowing Base. (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 Subsidiary of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentGuaranty Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Debt existing on under the date hereof and disclosed to Senior Subordinated Convertible Notes, the Lenders on Schedule 9.02principal amount of which does not exceed $9,000,000. (h) other non-cash liabilities created by SFAS 133 for Swap Agreements, the Permitted Convertible Debt and the Senior Subordinated Convertible Notes and associated warrants. (i) Permitted Convertible Debt, including purchase-money obligationsthe principal amount of which does not exceed $30,000,000. (j) Permitted Subordinated Debt, the principal amount of which does not exceed $50,000,000. (k) other Debt not to exceed the greater of $500,000 1,000,000 or five percent (5%) of the then effective Conforming Borrowing Base in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will not, and will not permit any Subsidiary toCreate, incur, create, assume or suffer to exist exist, or permit any Debtof its Restricted Subsidiaries to create, exceptincur, assume or suffer to exist, any Debt other than: (ai) in the case of the Borrowers, (A) Subordinated Debt evidenced by the Senior Subordinated Notes and any other Subordinated Debt incurred or issued after the Closing Date; provided that (w) the Notes terms of any such Subordinated Debt, and of any Subordinated Debt Document entered into or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under issued in connection therewith, are not prohibited by the Loan Documents., (x) the terms relating to subordination of such Subordinated Debt are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of the Senior Subordinated Notes, (y) the covenants and defaults, taken as a whole, applicable to such Subordinated Debt are no more restrictive than those contained in the Senior Subordinated Note Indenture and (z) such Subordinated Debt has no scheduled principal payments prior to August 1, 2012; and provided further that the U.S. Borrower shall apply the Net Cash Proceeds of any Subordinated Debt incurred or issued after the Closing Date as a mandatory prepayment of the Advances in accordance with Section 2.06(b)(ii), (bB) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price Debt in respect of Property or services, from time to time Hedge Agreements incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance consistent with GAAP.prudent business practice, and (cC) Debt consisting of an undertaking by the U.S. Borrower to guaranty the obligations of the Mexican Subsidiary with respect to Debt in an aggregate principal amount not to exceed $25,000,000; (ii) in the case of any of its Restricted Subsidiaries, (A) Debt owed to the Borrowers or to a Restricted Subsidiary of the Borrowers, (B) in the case of the Mexican Subsidiary only, Debt in an aggregate principal amount not to exceed $25,000,000 at any time outstanding, and (C) in the case of Subsidiary Guarantors only, guaranty Obligations in respect of the Senior Subordinated Notes and any other Subordinated Debt of the Borrowers; provided that such guaranty Obligations are unsecured and subordinated on the same terms as the Obligations of the U.S. Borrower in respect of the Senior Subordinated Notes are subordinated; and (iii) in the case of the Borrowers and any of their Restricted Subsidiaries, (A) Debt under Capital the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) and Capitalized Leases not to exceed an aggregate principal amount equal to $500,000.50,000,000 at any time outstanding, (dC) the Surviving Debt, and any Debt associated with bonds extending the maturity of, or surety obligations required 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 not prohibited by Governmental Requirements 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 the operation of the Oil and Gas Properties.such extension, refunding or refinancing, (eD) intercompany Debt between of any Person existing at the time such Person is merged into or consolidated with, or acquired by, either Borrower and or any Restricted Subsidiary or between Subsidiaries to becomes a Restricted Subsidiary of either Borrower in accordance with the extent permitted by provisions of Section 9.05(g5.02(e)(viii) or (xiii); provided that (x) such Debt was not incurred in contemplation of such merger, consolidation or investment, (y) neither Borrower nor any Restricted Subsidiary which acquired such Person 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 liable for such Debt owed by either and (z) the Borrower or a Guarantor shall be subordinated aggregate principal amount of all Debt incurred pursuant hereunder shall, when taken together with any Debt incurred pursuant to clause (F) of this Section 5.02(b)(iii), in no event exceed $150,000,000 in the Indebtedness on terms satisfactory to the Administrative Agent.aggregate at any time outstanding, (fE) endorsements indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business., (gF) Debt existing on incurred in connection with an Investment made pursuant to Section 5.02(e)(viii); provided that the date hereof and disclosed aggregate principal amount of all Debt incurred pursuant hereunder shall, when taken together with any Debt incurred pursuant to the Lenders on Schedule 9.02. clause (hD) other Debtof this Section 5.02(b)(iii), including purchase-money obligations, not to in no event exceed $500,000 150,000,000 in the aggregate at any one time outstanding, (G) Debt consisting of guaranty Obligations in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the U.S. Borrower and its Restricted Subsidiaries, (H) Debt in respect of any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business, and (I) other Debt outstanding in an aggregate principal amount not to exceed $125,000,000 at any time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than 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. (cd) Debt under Capital Leases not to exceed $500,0001,000,000. (de) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (ef) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentGuaranty Agreement. (fg) endorsements of negotiable instruments for collection in the ordinary course of business. (gh) Debt existing on under the date hereof and disclosed to Senior Subordinated Convertible Note or the Lenders on Schedule 9.02Restructured Subordinated Note, the principal amount of which does not exceed $35,000,000 in the aggregate. (hi) Debt now or hereafter outstanding under the Senior Revolving Credit Agreement (and any guaranties thereof by the Guarantors), provided that (A) the aggregate principal amount of the Senior Revolving Credit Agreement shall not exceed $400,000,000, (B) no part of the Debt for principal owing under the Senior Revolving Credit Agreement is subordinated in right or payment to any other Debt for principal owing under the Senior Revolving Credit Agreement, and (C) at the time each such item of Debt is incurred (1) the aggregate amount thereof does not exceed the Borrowing Base then in effect under the Senior Revolving Credit Agreement (or, if such "Borrowing Base" ever ceases to exist or diverges materially from a conventional commercial bank borrowing base, does not exceed a conventional commercial bank borrowing base), and (2) after giving effect to the incurrence of such Debt, no Default or Event of Default then exists under Section 9.01. (j) other Debt, including purchase-money obligations, Debt not to exceed $500,000 1,000,000 in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Neither the Borrower nor any of its Subsidiaries will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the 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) 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 which are not greater than sixty (60) 90 days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (c) Debt under Capital Leases not to exceed $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 Subsidiary of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its their Wholly-Owned Subsidiaries, and, provided furtherfurther , that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentGuaranty Agreement. (fd) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Debt existing on the date hereof and disclosed to the Lenders on Schedule 9.02. (he) other Debt, including purchase-money obligations, Debt not to exceed $500,000 20,000,000 in the aggregate at any one time outstanding. (f) Debt under any Senior Notes issued after the Effective Date, provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) after giving effect to each such incurrence, the Borrower is in pro forma compliance with Section 9.01(b), (iii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iv) such Debt does not mature sooner than one year after the Maturity Date, (v) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Debt approved Loan Documents, and (vi) the Borrowing Base is adjusted as contemplated by Section 2.07(f) and the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted Borrower makes any prepayment required under Section 9.18 hereof3.04(c)(iii).

Debt. The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty one hundred twenty (60120) 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. (cd) Debt under Capital Leases not to exceed $500,0005,000,000. (de) Debt associated with worker's compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (ef) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentGuaranty Agreement. (fg) endorsements of negotiable instruments for collection in the ordinary course of business. (gh) Debt existing on under the date hereof and disclosed to the Lenders on Schedule 9.02Convertible Promissory Note. (hi) Debt subordinated to the Indebtedness and any guarantees thereof, provided that (i) the Borrower shall have furnished to the Administrative Agent and the Lenders, not less than ten Business Days prior written notice of its intent to incur such Debt, the amount thereof, and the anticipated closing date, together with copies of drafts of the material definitive documents therefor and, when completed, copies of the final versions of such material definitive documents, (ii) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such 69 incurrence), (iii) 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 then in effect, (iv) such Debt does not have any scheduled amortization prior to four years after the Maturity Date, (v) such Debt does not mature sooner than four years after the Maturity Date, (vi) such Debt and any guarantees thereof are subordinated on terms satisfactory to the Administrative Agent and the Super-Majority Lenders, and (vii) prior to the incurrence of such Debt, the Super-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 Super-Majority Lenders have elected not to adjust the Borrowing Base. (j) other Debt, including purchase-money obligations, Debt not to exceed $500,000 5,000,000 in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower No Loan Party will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes Loans or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes Loans or other Indebtedness arising under the Loan Documents. (b) accounts payable Debt of the Loan Parties set forth on Schedule 9.02(b) as of the Effective Date and accrued expenses, liabilities or other obligations to pay any Permitted Refinancing Debt in respect of the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAPforegoing. (c) Debt under 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 $500,00075,000,000 at any time outstanding. (d) Debt associated with surety bonds or other surety obligations required by Governmental Requirements to secure performance of obligations owing in connection with the operation ordinary course of the Oil and Gas Propertiesits business. (e) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor any Restricted Subsidiary shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentGuaranty Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) non-recourse Debt existing on the date hereof secured by Property, other than Oil and disclosed to Gas Properties evaluated by the Lenders on Schedule 9.02for purposes of establishing the Borrowing Base, not to exceed $40,000,000 in the aggregate at any one time outstanding. (h) Debt set forth on Schedule 9.02(h) outstanding on the Effective Date and other Debt, including purchase-money obligations, Debt not to exceed $500,000 25,000,000 in the aggregate at any one time outstanding. (i) other unsecured senior Debt approved 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 pro forma compliance with Section 9.01 (with 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 Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionaggregate principal amount of such Debt. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will not, and will not permit any Subsidiary other Loan Party to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes Loans or other Indebtedness Secured Obligations arising under the Loan Documents or any Secured Swap Agreement or any guaranty of or suretyship arrangement for the Notes Loans or other Indebtedness Secured Obligations arising under the Loan Documents.Documents or any Secured Swap Agreement; (b) accounts payable Debt of any Loan Party under Purchase Money Security Interests and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (c) Debt under Capital Leases not to exceed $500,000.2,000,000; (dc) Debt associated with worker’s compensation claims, bonds or surety obligations required by Governmental Requirements or by third parties in the ordinary course of business in connection with the operation of of, or provision for the abandonment and remediation of, the Oil and Gas Properties.; (ed) intercompany (i) Debt between the Borrower and any Subsidiary or its Subsidiaries that are Loan Parties, (ii) Debt between the Subsidiaries of the Borrower which are Loan Parties, and (iii) Debt extended to the extent permitted Borrower and its Subsidiaries which are Loan Parties by Section 9.05(g)any other Loan Party; provided that (1) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiariesa Loan Party, and, provided further, that and (2) any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness Secured Obligations on terms satisfactory to set forth in the Administrative Agent.Guaranty Agreement; (fe) endorsements of negotiable instruments for collection in the ordinary course of business.; (f) obligations to royalty, overriding and working interest owners, joint interest obligations, trade payables and other lease operating expenses incurred in the ordinary course of business which are not more than ninety (90) days past due; (g) Debt existing on associated with appeal bonds and bonds or sureties provided to any Governmental Authority or to any other Person in connection with the date hereof operation of the Oil and disclosed Gas Properties, including with respect to plugging, facility removal and abandonment of the Lenders on Schedule 9.02.Oil and Gas Properties; (h) Debt in respect of Senior Unsecured Notes; provided that (i) after giving effect to the incurrence or issuance thereof, the Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 9.01, (ii) no Borrowing Base Deficiency exists immediately prior to the issuance of such, (iii) the Borrowing Base shall be adjusted as set forth in Section 2.07(e), and (iv) the Borrower shall make any prepayment required by Section 3.04(c)(iii); (i) To the extent constituting Debt, obligations in respect of Swap Agreements; (j) other Debt, including purchase-money obligations, not to exceed $500,000 4,500,000 in the aggregate at any one time outstanding., provided that any secured Debt shall not exceed $2,000,000; (ik) any guarantee of any other Debt approved by the Majority Lenders and subordinated permitted to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion.be incurred hereunder; (jl) Debt arising in respect of the Second Lien Notes (including Permitted Refinancing Debt thereof) that is subject to the terms of the Second Lien Intercreditor Agreement; provided that after giving effect to the incurrence or issuance thereof, the Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 9.01; and (m) obligations in respect of any Borrower Preferred Units so long as such obligations are not classified as debt under Swap Agreements GAAP or no mandatory redemption payment is then due; provided, however, even if such Borrower Preferred Units are classified as debt under GAAP or a mandatory redemption payment is due thereunder (“Reclassified Units”), such Reclassified Units shall still be deemed permitted under this Section 9.18 hereof9.02(m) as long as the Borrower is in pro forma compliance with the financial covenants set forth in Section 9.01 measured upon giving effect to such Reclassified Units.

Debt. The Borrower Borrowers will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans, any Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans, any Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrowers and their Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the due 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. (cd) Debt (including guarantees) under Capital Leases and purchase money obligations not to exceed $500,0002,500,000 in the aggregate. (de) Debt (including guarantees) associated with bonds or surety obligations required by Governmental Requirements or any other Person in connection with the operation of the Oil and Gas Properties. (ef) intercompany Debt between the Borrower Borrowers, between either of the Borrowers and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than either of the Borrower Borrowers or one of its their Wholly-Owned SubsidiariesSubsidiaries or the Administrative Agent on behalf of the "Lenders" and "Swap Counterparties" (as such terms are defined in the Intercreditor Agreement), and, provided further, that any such Debt owed by either the a Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentSecurity Agreement or the Intercreditor Agreement. (fg) endorsements of negotiable instruments for collection in the ordinary course of business. (gh) Debt existing on under the date hereof and disclosed to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, Senior Credit Agreement that does not to exceed $500,000 100,000,000 in the aggregate at and Debt under the Second Lien Term Loan Agreement and any one time outstandingguarantees thereof, the principal amount of which Debt does not exceed $100,000,000 in the aggregate. (i) other Debt approved by the Majority Lenders in connection with Swap Agreements and subordinated to Borrower's obligations to Lenders permitted in a manner acceptable to Administrative Agent in its sole discretionaccordance with Section 9.18. (j) reimbursement obligations under (i) letters of credit outstanding on the date of this Agreement and (ii) other letters of credit provided the aggregate undrawn face amount of such other letters of credit does not exceed $20,000,000. (k) guarantees of Debt arising under Swap Agreements otherwise permitted under Section 9.18 hereof9.02.

Debt. The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans, any Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans, any Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than 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. (cd) Debt (including guarantees) under Capital Leases not to exceed $500,0005,000,000. (de) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (ef) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentGuaranty Agreement. (fg) endorsements of negotiable instruments for collection in the ordinary course of business. (gh) Debt existing under the 2011 Notes (and any guarantees thereof by Guarantors) outstanding on the date hereof and disclosed to the Lenders on Schedule 9.02Effective Date. (hi) Debt under the 2012 Notes (and any guarantees thereof by Guarantors) outstanding on the Effective Date and any 2013 Notes issued within 90 days of the Effective Date, the Net Cash Proceeds of which are used to purchase 2012 Notes tendered for pursuant to “change of control” provisions. (j) Debt under the 2013 Notes (and any guarantees thereof by Guarantors) outstanding on the Effective Date. (k) other Debt, including purchase-money obligations, Debt not to exceed $500,000 5,000,000 in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Parent, OP LLC, the Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than 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. (cd) Debt under Capital Leases not to exceed $500,00025,000,000. (de) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (ef) intercompany Debt between the Parent, OP LLC, the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that (g) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent, OP LLC, the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that (h) any such Debt owed by either the Parent, OP LLC, the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agent. (f) endorsements of negotiable instruments for collection set forth in the ordinary course of business. (g) Debt existing on the date hereof Guaranty and disclosed to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, not to exceed $500,000 in the aggregate at any one time outstanding. Security Agreement and (i) other any such Debt approved by the Majority Lenders and subordinated shall not have any scheduled amortization prior to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionAugust 5, 2018. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The None of the Parent, the Borrower or any of their Subsidiaries will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the 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) 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 which are not greater than sixty ninety (6090) 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 $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 among the Parent, the Borrower and any Subsidiary of the Borrower’s Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower Parent or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by the Borrower to either the Borrower Parent or a Guarantor shall be subordinated to the Indebtedness owed by the Borrower or a Guarantor on terms satisfactory to set forth in the Administrative AgentGuarantee Agreement. (fd) endorsements of negotiable instruments for collection in the ordinary course of business. (ge) Subordinated Debt, the principal amount of which does not exceed $250,000,000 and any guarantees thereof; provided that (i) the Borrower shall have complied with Section 8.01(p), (ii) at the time of incurring such Subordinated Debt existing on (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 concurrent repayment of Debt with the 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, (iv) such Subordinated Debt does not have any scheduled amortization prior to the date hereof 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 disclosed any guarantees thereof are subordinated on terms satisfactory to the Administrative Agent and the Required Lenders on Schedule 9.02and (vii) prior to the incurrence of such Debt, the Borrowing Base is adjusted pursuant to Section 2.07(e). (hf) other Debt, including purchase-Capital Leases and purchase money obligationsDebt not to exceed $1,000,000 in the aggregate, not to exceed the lesser of $500,000 5,000,000 or 5% of the then effective Borrowing Base in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The None of the Parent, the Borrower or any of their Subsidiaries will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Secured Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Secured Indebtedness arising under the Loan Documents. (b) 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 which are not greater than sixty ninety (6090) 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 $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 among the Parent, the Borrower and any Subsidiary of the Borrower’s Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower Parent or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by the Borrower to either the Borrower Parent or a Guarantor shall be subordinated to the Secured Indebtedness owed by the Borrower or a Guarantor on terms satisfactory to set forth in the Administrative AgentGuaranty and Collateral Agreement. (fd) endorsements of negotiable instruments for collection in the ordinary course of business. (ge) Senior Notes issued after the effectiveness of the Initial Redetermination in an aggregate principal amount at any time outstanding not to exceed $350,000,000; provided that (i) the Borrower shall have complied with Section 8.01(o), (ii) at the time of incurring such Senior Notes (1) no Default has occurred and is then continuing and (2) no Default would result from the incurrence of such Senior Notes after giving effect to the incurrence of such Senior Notes (and any concurrent repayment of Debt existing on with the proceeds of such incurrence), (iii) the incurrence of such Senior Notes (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in a Borrowing Base Deficiency, (iv) the incurrence of such Senior Notes (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the Parent’s ratio of Total Debt as of the date hereof of such incurrence to EBITDAX for the most recent period of four fiscal quarters for which financial statements are available being equal to or greater than 3.5 to 1.0, (v) such Senior Notes do not have any scheduled amortization or any required repurchase or redemption (other than a required offer to repurchase or redeem as a result of a change in control or asset sale) prior to one hundred eighty-one (181) days after the Maturity Date, (vi) such Senior Notes do not mature sooner than one hundred eighty-one (181) days after the Maturity Date and disclosed (vii) contemporaneously with the incurrence of such Senior Notes (and any concurrent repayment of Debt with the proceeds of such incurrence), the Borrowing Base is adjusted pursuant to the Lenders on Schedule 9.02Section 2.07(e), if applicable. (hf) other Debt, including purchase-Capital Leases and purchase money obligations, Debt not to exceed $500,000 15,000,000 in the aggregate at any one time outstanding. (ig) other Permitted Refinancing Debt approved by which satisfies the Majority Lenders terms of Section 9.02(e) and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionrepresents an extension, refinancing or renewal of any Senior Notes. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will Other than, with respect to the Property Owners, the “Permitted Indebtedness” (as such term is defined in the Senior Loan Agreement as in effect on the Closing Date) Borrowers shall take such actions as shall be necessary to prevent any Property Owner or Operating Lessee from, and Borrowers shall not, and will not permit any Subsidiary to, incuras applicable, create, incur or assume any of the following: (i) indebtedness for borrowed money or suffer to exist any Debt, except: (a) the 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) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property property or services; (ii) indebtedness evidenced by a note, from time bond, debenture or similar instrument; (iii) any letter or letters of credit issued for the account of a Borrower or a Property Owner or Operating Lessee to time incurred in the ordinary course of business extent there are unreimbursed amounts drawn thereunder; (iv) indebtedness secured by a Lien on any property owned by any Borrower or any Property Owner or Operating Lessee (whether or not such indebtedness has been assumed) except obligations for impositions which are not greater yet due and payable; (v) any obligation of any Borrower or any Property Owner or Operating Lessee directly or indirectly guaranteeing any indebtedness or other obligation of any other Person in any manner; (vi) any payment obligations of any Borrower or any Property Owner or Operating Lessee under any interest rate protection agreement (including, without limitation, any interest rate swaps, caps, floors, collars or similar agreements) and similar agreements (except with respect to the Interest Rate Cap Agreement or any replacement thereof (and the “Interest Rate Cap Agreement” as defined in the Senior Loan Agreement or any replacement thereof), which obligations (other than sixty (60replacements) days past each Borrower represents have been satisfied in full by a one-time payment made on or prior to 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 $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 Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(ghereof); provided that such Debt is not held, assigned, transferred, negotiated or pledged to (vii) any Person contractual indemnity obligations of any Borrower or any Property Owner or Operating Lessee other than as set forth in (A) the Borrower Property Management Agreements or one of its Wholly-Owned Subsidiaries, and, provided further, that (B) any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agent. (f) endorsements of negotiable instruments for collection other normal and customary agreements entered into in the ordinary course of business. (g) Debt existing on the date hereof and disclosed to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, not to exceed $500,000 in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness Obligations arising under the Loan Documents. (b) Debt of the Borrower and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and described 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 which are not greater than sixty ninety (6090) 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. (cd) Debt under Capital Leases or nonrecourse purchase money Debt not to exceed $500,0001,000,000 at any time. (de) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (ef) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g)) or between Unrestricted Subsidiaries or Debt owing to the Borrower and/or any Restricted Subsidiaries by Unrestricted Subsidiaries, when combined with Investments permitted by Section 9.05(p) in Unrestricted Subsidiaries, not to exceed $1,000,000 in the aggregate at any time outstanding; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agent. (fg) endorsements of negotiable instruments for collection in the ordinary course of business. (gh) Debt existing on the date hereof and disclosed arising under take-or-pay agreements or gas balancing agreements which do not give rise to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, not to exceed $500,000 liability in the aggregate on a consolidated basis for the Borrower in excess of $1,000,000 at any one time outstanding. (i) other Debt approved by incurred in the Majority Lenders and subordinated to ordinary course of Borrower's obligations to Lenders ’s business in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under connection with Swap Agreements provided they are permitted under Section ‎Section 9.18 hereofof this Agreement.

Debt. The Borrower No Loan Party will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the 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) accounts payable Debt of the Loan Parties in respect of the $350,000,000 of 6.625% Senior Notes due 2019 and accrued expenses, liabilities or other obligations to pay Debt of the deferred purchase price of Property or services, from time to time incurred Loan Parties existing on the date hereof that is reflected in the ordinary course Financial Statements, and any Permitted Refinancing Debt in respect of business which are not greater than sixty (60) days past any of 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 GAAPforegoing. (c) Debt under 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) the aggregate principal amount of Debt permitted by this clause (d) shall not exceed $500,00075,000,000 at any time outstanding. (d) Debt associated with surety bonds or other surety obligations required by Governmental Requirements to secure performance of obligations owing in connection with the operation ordinary course of the Oil and Gas Propertiesits business. (e) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor any Restricted Subsidiary shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentGuaranty Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) non-recourse Debt existing on the date hereof secured by Property other than Oil and disclosed to Gas Properties evaluated by the Lenders on Schedule 9.02for purposes of establishing the Borrowing Base not to exceed $40,000,000 in the aggregate at any one time outstanding. (h) other Debt, including purchase-money obligations, Debt not to exceed $500,000 25,000,000 in the aggregate at any one time outstanding. (i) other Debt approved of the Borrower evidenced by the Majority Lenders Senior Convertible Notes, together with any and all refinancings thereof, so long as all of same are either unsecured or expressly subordinated to Borrower's obligations this Agreement and all of same are scheduled to Lenders in a manner acceptable to Administrative Agent in its sole discretionmature after the Maturity Date under this Agreement. (j) unsecured senior Debt arising or subordinated Debt of the Borrower maturing (giving effect to mandatory prepayments) no earlier than at least six months after the Maturity Date under Swap Agreements permitted under Section 9.18 hereofthis Agreement; provided that effective 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 aggregate principal amount of such Debt.

Debt. The Neither the Parent Borrower nor any other Restricted Subsidiary will not, and will not permit any Subsidiary to, incur, createcre- ate, assume or suffer permit to exist any Debt, except: (a) the Notes The Loans or other Indebtedness arising under the Loan Documents Obligations or any guaranty of or suretyship arrangement for the Notes Loans or other Indebtedness arising under the Loan DocumentsObligations. (b) accounts (i) Debt of the Loan Parties existing on the Original Closing Date and listed on Schedule 9.01 to the Original Credit Agreement, (ii) the Senior Notes and Senior Notes Guarantees issued on the Original Closing Date (including any notes and guarantees issued in exchange therefor in accordance with the registration rights document entered into in connection with the issuance of the Senior Notes and Senior Notes Guarantees) and (iii) any refinancings, refundings, renewals or extensions thereof; provided that (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith, (B) such refinancing Debt has a later or equal final maturity and longer or equal Weighted Average Life to Maturity than the Debt being renewed or refinanced and (C) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall, in the aggregate, not be materially less favorable to the Lenders than those contained in the Debt being renewed or refinanced. (c) Accounts payable and 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 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 $500,000business. (d) Debt associated with bonds or surety obligations required permitted by Governmental Requirements in connection with the operation of the Oil and Gas PropertiesSection 9.03(c). (e) intercompany Debt between arising from the Borrower and any Subsidiary honoring by a bank or between Subsidiaries to other financial institution of a check, draft or similar instrument inadvertently (except in the extent permitted by Section 9.05(g)case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided provided, however, that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one extinguished within five Business Days of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agentincurrence. (f) endorsements Debt of negotiable instruments the Parent Borrower and the other Restricted Subsidiaries under Hedging Agree- ments entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the operations of the Parent Borrower and the other Restricted Subsidiaries, including guarantees of any such Hedging Agreements. (g) Debt in respect of bid, performance or surety bonds, workers’ compensation claims, self- insurance obligations and bankers acceptances issued for collection the account of any Company in the ordinary course of business, including guarantees or obligations of any Company with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obliga- tions and bankers acceptances (in each case other than for an obligation for money borrowed). (h) Any guaranty by the Parent Borrower or another Restricted Subsidiary of Debt of a Loan Party that is permitted under this Agreement. (i) Debt consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business. (gj) Debt existing on arising in connection with endorsement of instruments for deposit in the date hereof and disclosed to the Lenders on Schedule 9.02ordinary course of business. (hk) other DebtDebt in respect of Purchase Money Obligations and Capitalized Lease Obligations, including purchase-money obligationsand refinancings or renewals thereof, in an aggregate amount not to exceed $500,000 30.0 million at any time outstand- ing. (l) Debt assumed in connection with any Permitted Acquisition or of any Person that be- comes a Restricted Subsidiary after the Original Closing Date; provided that (i) such Debt exists at the time such Permitted Acquisition is consummated or such Person becomes a Restricted Subsidiary and is not cre- ated in contemplation of or in connection with the consummation of such Permitted Acquisition or such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Debt (other than Capi- talized Lease Obligations) permitted by this clause (l) shall not exceed $15.0 million at any one time outstand- ing and the aggregate principal amount of Capitalized Lease Obligations permitted by this clause (l) shall not exceed $75.0 million at any time outstanding. (im) other Debt approved by representing deferred compensation to employees of the Majority Lenders and subordinated to Borrower's obligations to Lenders Companies or similar ar- rangements (including, without limitation, Debt issued in a manner acceptable to Administrative Agent in its sole discretionconnection with Restricted Payments permitted under Section 9.04(d)). (jn) Debt arising under Swap Agreements incurred in a Permitted Acquisition or a transaction permitted under Section 9.18 hereof9.16 solely due to terms providing for the adjustment of a purchase price or similar adjustments. (i) unsecured Debt incurred to finance a Permitted Acquisition; provided that, after giving effect to such incurrence and such Permitted Acquisition on a Pro Forma Basis, (A) no Default then exists or would result therefrom, (B) the Parent Borrower shall be in compliance with the Financial Covenants on a Pro Forma Basis as of the most recent Test Period (assuming, for purposes of Sections 9.12 and 9.13, that such Permitted Acquisition and incurrence of Debt, and all other Permitted Acquisitions and incurrences of Debt consummated since the first day of the relevant Test Period for each of the Financial Covenants end- ing on or prior to the date of such transaction, had occurred on the first day of such relevant Test Period); provided that with respect to Section 9.12, after giving effect to such incurrence and such Permitted Acqui- sition on a Pro Forma Basis, the Leverage Ratio shall be at least 0.25:1.00 less than the maximum Leverage Ratio permitted under Section 9.12 as of the end of the latest Test Period, and (C) in the case of any Debt incurred under this clause (o)(i), such Debt has a later or equal final maturity and longer or equal Weighted Average Life to Maturity than the Term Loans, and (ii) other unsecured Debt in an aggregate principal amount not exceeding $15.0 million at any time outstanding.

Debt. The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, exceptDebt other than: (a) Debt arising under this Agreement, the Notes or and the 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) accounts payable Debt in favor of the Borrower’s Custodian consisting of overnight extensions of credit from the Custodian in the ordinary course of business; (c) Debt in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as such judgments and accrued expensesawards do not constitute an Event of Default and so long as execution is not levied thereunder and in respect of which the Borrower (i) shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review or (ii) shall have obtained an unsecured performance bond, liabilities and Debt in respect of such unsecured performance bond; (d) Debt (other than Debt for borrowed money) arising in connection with portfolio investments and investment techniques arising in the ordinary course of the Borrower’s business to the extent that such Debt is permissible under the Investment Company Act and consistent with the Borrower’s Investment Policies and Restrictions; and (e) Debt in an aggregate principal amount not to exceed $200,000,000 at any time in respect of a margin loan on terms and conditions reasonably satisfactory to the Required Banks; provided that in no event shall the Borrower (i) enter into or utilize Financial Contracts other obligations to pay the deferred purchase price of Property or services, from time to time incurred than in the ordinary course of business which are not greater than sixty (60) days past the date of invoice for hedging or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained investment purposes in accordance with GAAP. its Investment Policies and Restrictions, (cii) Debt enter into reverse repurchase agreements, (iii) borrow money or create leverage under Capital Leases not to exceed $500,000. any arrangement other than (dA) Debt associated with bonds from the Banks hereunder or surety obligations required by Governmental Requirements in connection with (B) on an overnight basis from the operation of the Oil and Gas Properties. (e) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries Borrower’s Custodian to the extent permitted by Section 9.05(gprovided in clause (b) hereof, or (iv) issue or be or remain liable for or have outstanding any “senior security” (as defined in the Investment Company Act); provided , except 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 may borrow from the Banks pursuant to this Agreement. The Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agent. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Debt existing on the date hereof and disclosed to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, will not to exceed $500,000 in the aggregate at any one time outstandingissue or have outstanding any preferred stock. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will not, and nor will not it permit any Subsidiary of the Borrower to, incur, create, assume or suffer permit to exist any Debt, except: (a) Debt to the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under Lenders pursuant to the Loan Documents.; (b) accounts payable Debt described on Schedule 9.9 to the Disclosure Letter and accrued expensesany 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; (i) Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or other obligations to pay the deferred purchase price Agent and the Lenders pursuant to any Loan Document; (ii) Debt between Subsidiaries that are not Subsidiary Guarantors; and (iii) Debt of Property any Subsidiary that is not a Subsidiary Guarantor owed to the Borrower or services, from time a Subsidiary Guarantor to time the extent the related loan or advance was permitted under Section 11.5(b) or 11.5(c); (d) Guarantees and other Debt incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action with respect to surety and for which adequate reserves have been maintained in accordance with GAAP. (c) Debt under Capital Leases not to exceed $500,000. (d) Debt associated with bonds or surety appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations required by Governmental Requirements in connection with the operation including those of the Oil and Gas Properties.type described in Section 11.2(f); (e) intercompany Debt between the Borrower constituting purchase money Debt (including Capital Lease Obligations) and any Subsidiary or between Subsidiaries to the extent secured by purchase money Liens permitted by Section 9.05(g11.2(g); , provided that upon the incurrence of any such Debt, the aggregate principal amount of all Debt is outstanding under this Section 11.1(e) shall not heldexceed an amount equal to fifteen percent (15.0%) of the Borrower’s Tangible Net Worth at such time; (f) Debt of the type described in clause (l) of the definition of Debt, assignedsuch Debt, transferredin aggregate principal or principal equivalent amount, negotiated or pledged not to exceed at any Person other than time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or one any Subsidiary of its Wholly-Owned Subsidiaries, and, provided further, that the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt owed secured by either the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Guarantor shall be subordinated to Subsidiary of the Indebtedness on terms satisfactory to the Administrative Agent.Borrower; (fk) endorsements Debt consisting of negotiable instruments for collection commercial letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations) incurred in the ordinary course of business.; (gl) Guarantees of Debt existing on the date hereof and disclosed to the Lenders on Schedule 9.02.extent such Debt is otherwise permitted by this Section 11.1; and (hm) other Debt, including purchase-money obligations, not in addition to exceed $500,000 the Debt described in the foregoing clauses (a) through (l), other Debt (including with respect to standby letters of credit) which does not exceed twenty-five percent (25.0%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (ai) the 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. (bii) accounts payable The Senior Notes, all Guarantees thereof and accrued expenses, liabilities or other obligations to pay Debt of the deferred purchase price of Property or services, from time to time incurred Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAPFinancial Statements. (ciii) purchase money Debt and Debt under Capital Leases not to exceed $500,00075,000,000 in the aggregate. (div) Debt associated with workers’ compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (ev) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g9.06(g); provided that (i) except as provided in (iii) below, 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, (ii) that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory set forth in the Guaranty Agreement; and (iii) if such Debt is secured (referred to herein as “Secured Subordinated Intercompany Debt”), the Borrower or such Restricted Subsidiary to which such Debt is payable shall have granted to the Administrative AgentAgent a security interest in such promissory notes held by them pursuant to the Guaranty Agreement. (fvi) Debt secured by Liens permitted by Section 9.03(d) and Section 9.03(e), the principal amount of which does not exceed $50,000,000 in the aggregate at any one time. (vii) endorsements of negotiable instruments for collection in the ordinary course of business. (gviii) Debt existing outstanding under one or more unsecured short term money market credit facilities the principal amount of which does not exceed $75,000,000 in the aggregate. (ix) Debt and any guarantees thereof by the Guarantors (including any Persons becoming Guarantors simultaneously with the incurrence of such Debt), provided that: (A) immediately before, and after giving effect to, the incurrence of any such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), no Default exists or would exist, (B) the cash pay interest rate on such Debt is reasonably satisfactory to the Administrative Agent, (C) such Debt does not have any scheduled amortization of principal prior to the Maturity Date, (D) such Debt has a stated maturity no earlier than one year after the Maturity Date, (E) such Debt does not have mandatory redemption events that are not Events of Default hereunder, (F) such Debt does not prohibit prior repayment of Loans, and (G) at the time any such Debt is incurred, the Borrowing Base then in effect shall be automatically reduced by the lesser of (i) an amount equal to the product of 0.25 multiplied by the stated principal amount of such Debt, rounded to the nearest $1,000,000 and (ii) if requested by the Borrower, an amount (which may be zero) approved by the Majority Lenders, and the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date hereof of such issuance or assumption, effective and disclosed applicable to the Borrower, the Agents, each Issuing Bank and the Lenders on Schedule 9.02such date until the next redetermination or modification thereof hereunder. For purposes of this Section 9.02(a)(ix), the “stated principal amount” shall mean the stated face amount of such Debt without giving effect to any original issue discount. (hx) other Debt, including purchase-money obligations, Debt not to exceed $500,000 100,000,000 in the aggregate at any one time outstanding. (ixi) other Any renewals, refinancings or extensions of (but, except to the extent permitted herein, not increases in) any Debt approved by described in clauses (ii), (iii), (vi) and (ix) of this Section 9.02; provided, however, that any refinancing of Debt described in clause (ix) shall comply with the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionprovisions of such clause (ix). (jxii) Debt arising under Swap Agreements permitted under Section 9.18 hereofconsisting of the financing of insurance premiums if the amount financed does not exceed the premium payable for the current policy period. (b) [Reserved]

Debt. The Borrower will notNo later than the third Business Day prior to the Closing Date, Sellers shall provide Purchasers with (i) a certificate of Sellers setting forth an estimate of the balance of all Indebtedness (other than capital leases) of Sellers and will not permit the Acquired Subsidiaries as of the close of business on the day immediately preceding the Closing Date and (ii) customary pay-off letters from all holders of Indebtedness (other than capital leases) to be repaid as of or prior to the Closing, including without limitation, all Indebtedness (other than capital leases) of Sellers or the Acquired Subsidiaries relating to (A) intercompany accounts, (B) amounts owed to Shareholder, or any Subsidiary tofamily member or Affiliate of Shareholder, incur, create, assume or suffer to exist any Debt, except: (aC) the Notes or other Indebtedness arising amounts for borrowed money under the Loan Documents Facilities. Sellers shall also make arrangements reasonably satisfactory to Purchasers for such holders to provide to Purchasers recordable form mortgage and lien releases, canceled notes and other documents reasonably requested by Purchasers prior to the Closing such that all Liens on the assets or properties of Sellers or any guaranty of the Acquired Subsidiaries that are not Permitted Exceptions shall be satisfied, terminated and discharged on, prior to, or suretyship arrangement for within a reasonable period of time following the Notes or Closing Date. On the Closing Date prior to the Closing, Sellers shall deliver to Purchasers a certificate of Sellers setting forth all Indebtedness (other than capital leases) of Sellers and the Subsidiaries as of the close of business on the day immediately preceding the Closing Date. At the Effective Time, Purchasers shall pay all Indebtedness arising under the Loan Documents. (b) accounts payable and accrued expensesdisclosed by Sellers pursuant to this Section 7.12, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred than any capital leases included in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained Assumed Liabilities, in accordance with GAAPthe pay-off letters provided by Sellers. (c) Debt under Capital Leases not to exceed $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 Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agent. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Debt existing on the date hereof and disclosed to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, not to exceed $500,000 in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower It will not, and will not permit any Restricted Subsidiary to, incurdirectly or indirectly, create, assume incur, guarantee or suffer to exist any Debt, except: (a) the Notes or other Indebtedness Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness Obligations arising under the Loan Documents.; (b) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course Ordinary Course of business which are Business to the extent, in each case, not greater past due for more than sixty (60) days past after the date of invoice on which such accounts payable, accrued expenses, liabilities or delinquent other obligations were created or which are incurred unless 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 $500,000.Permitted Purchase Money Debt; (d) Debt associated with arising from performance or appeal bonds or surety obligations required by Governmental Requirements Applicable Law in connection with the operation of the Oil Properties of any Borrower or any Restricted Subsidiary and Gas Properties.in the Ordinary Course of Business; (e) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g10.2.4(d) and with respect to Foreign Subsidiaries, Section 10.2.4(k), (i) intercompany Debt between the Borrowers, between any Borrower and any Restricted Subsidiary (other than Excluded Subsidiaries) or between Restricted Subsidiaries (other than Excluded Subsidiaries); provided, that all such Debt (other than sales of Hydrocarbons in the Ordinary Course of Business) shall be (A) evidenced by a master intercompany note, in form and substance reasonably satisfactory to Administrative Agent (the “Intercompany Note”), and (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, PHR or any Future Intermediation Subsidiary, provided that such Debt is not heldevidenced by the Intercompany Note to which such Excluded Subsidiary, assigned, transferred, negotiated PHR or pledged 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 Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agent.Restricted Subsidiary, provided that such Debt is evidenced by an Intercompany Note; (f) endorsements Debt incurred in connection with Environmental and Necessary Capex in an amount not to exceed the greater of negotiable instruments for collection $50,000,000 and 2.0% of Consolidated Net Tangible Assets (as defined in the ordinary course of business.Secured Note Indenture) at the time incurred, at any time outstanding in the aggregate; (g) Debt existing on 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 date hereof and disclosed Ordinary Course of Business; (i) Debt with respect to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, Secured Notes issued pursuant to the Existing Indenture in an aggregate principal amount not to exceed $500,000 296,000,000 and Debt with respect to the Secured Notes issued pursuant to the 2026 Notes Indenture in an aggregate principal amount not to exceed $68,250,000, (ii) Debt with respect to the Term Loan in an aggregate at principal amount not to exceed $212,500,000 plus additional principal amounts that are permitted to be incurred under the Term Loan Agreement (as such agreement is in effect on the Closing Date, and without giving effect to any one time outstanding.subsequent amendments thereto), (iii) Debt constituting Pari Passu Lien Hedge Agreements (as defined in and permitted under the Secured Notes Indenture) and guarantees thereof and (iv) Debt with respect to Secured Notes issued after the Closing Date, subject to such Secured Notes being permitted under the Secured Notes Indenture; (i) other Debt approved by Borrowed Money set forth on Schedule 10.2.1(i), but only to the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion.extent outstanding on the Closing Date; (j) Debt with respect to Bank Products incurred in the Ordinary Course of Business; provided that any Bank Products constituting Hedging Agreements are permitted by Section 10.2.13; (k) Debt that is in existence when a Person becomes a Restricted Subsidiary or that is secured by an asset (other 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 a 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 exceed $10,000,000; (l) Permitted Contingent Obligations; (m) 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 (i) the MLC Intermediation Agreement and (ii) any other Intermediation Facility on substantially the same terms as its unsecured guarantee of the X. Xxxx Intermediation Agreement in effect on the Closing Date; (p) obligations relating to net Hydrocarbon balancing positions arising in the Ordinary Course of Business; (q) [Reserved]; (r) Debt under any Sale and Leaseback Transaction in an aggregate principal amount not to exceed the greater of (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 extent otherwise permitted hereunder, the principal amount of any such Debt is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension and the direct and contingent obligors with respect to such Debt are not changed; (s) Debt incurred for the purpose of financing all or any part of any real property and improvements (whether for acquisition, construction, improvement, refinancing or otherwise), and any amendments, renewals, extensions, refundings, restructurings, replacements or refinancings of such Debt, in whole or in part, as long as the aggregate amount of such Debt (together with the aggregate amount of Debt incurred as Permitted Purchase Money Debt) does not exceed the greater of (a) $35,000,000 and (b) 5.0% of the Company’s Consolidated Net Tangible Assets (as defined in the Secured Notes Indenture) at any time; (t) Any guaranty by any Borrower of any Debt incurred by any other Borrower that is permitted pursuant to this Section 10.2.1; and (u) Debt incurred for the purpose of financing Renewable Identification Numbers and other environmental credits, and any amendments, renewals, extensions, refundings, restructurings, replacements or refinancings of such Debt, so long as such Debt shall (x) not contain covenants that, taken as a whole, are more restrictive than those contained herein, as determined by Borrowers in good faith, (y) not restrict the Borrowers or any of the Obligors from incurring or repaying the Obligations arising under Swap Agreements permitted under Section 9.18 hereofthe Loan Documents or granting, conveying, creating or imposing Liens to secure the Obligations and (z) not be secured by a Lien on any asset or property other than the financed Renewable Identification Numbers and other environmental credits, and proceeds and products thereof.

Debt. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (ai) the 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. (bii) accounts payable The Senior Notes and accrued expenses, liabilities or other obligations to pay Debt of the deferred purchase price of Property or services, from time to time incurred Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAPFinancial Statements. (ciii) purchase money Debt and Debt under Capital Leases not to exceed $500,00075,000,000 in the aggregate. (div) Debt associated with workers’ compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (ev) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g9.06(g); provided that (i) except as provided in (iii) below, 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, (ii) that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory set forth in the Guaranty Agreement; and (iii) if such Debt is secured (referred to herein as “Secured Subordinated Intercompany Debt”), the Borrower or such Restricted Subsidiary to which such Debt is payable shall have granted to the Administrative AgentAgent a security interest in such promissory notes held by them pursuant to the Guaranty Agreement. (fvi) Debt secured by Liens permitted by Section 9.03(d) and Section 9.03(e), the principal amount of which does not exceed $50,000,000 in the aggregate at any one time. (vii) endorsements of negotiable instruments for collection in the ordinary course of business. (gviii) Debt existing outstanding under one or more unsecured short term money market credit facilities the principal amount of which does not exceed $75,000,000 in the aggregate. (ix) Debt and any guarantees thereof by the Guarantors (including any Persons becoming Guarantors simultaneously with the incurrence of such Debt), provided that: (A) immediately before, and after giving effect to, the incurrence of any such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), no Default exists or would exist, (B) the cash pay interest rate on such Debt is reasonably satisfactory to the Administrative Agent, (C) such Debt does not have any scheduled amortization of principal prior to the Maturity Date, (D) such Debt has a stated maturity no earlier than one year after the Maturity Date, (E) such Debt does not have mandatory redemption events that are not Events of Default hereunder, (F) such Debt does not prohibit prior repayment of Loans, and (G) at the time any such Debt is incurred, the Borrowing Base and the Conforming Borrowing Base then in effect (after taken into account Section 2.07(f)) shall be automatically reduced by an amount equal to the product of 0.30 multiplied by the stated principal amount of such Debt, rounded to the nearest $1,000,000, and the Borrowing Base and the Conforming Borrowing Base as so reduced shall become the new Borrowing Base and the new Conforming Borrowing Base immediately upon the date hereof of such issuance or assumption, effective and disclosed applicable to the Borrower, the Agents, each Issuing Bank and the Lenders on Schedule 9.02such date until the next redetermination or modification thereof hereunder. For purposes of this Section 9.02(a)(ix), the “stated principal amount” shall mean the stated face amount of such Debt without giving effect to any original issue discount. (hx) other Debt, including purchase-money obligations, Debt not to exceed $500,000 75,000,000 in the aggregate at any one time outstanding. (xi) following the acquisition of Pogo pursuant to the Merger Agreement, the Pogo Debt and any other Debt of Pogo and its Subsidiaries in existence on the Closing Date; provided, however, that the Debt outstanding under the Pogo Credit Agreement shall be repaid within three Business Days following the acquisition of Pogo by the Borrower and the Pogo Credit Agreement shall be forthwith terminated. (xii) Any renewals, refinancings or extensions of (but, except to the extent permitted herein, not increases in) any Debt described in clauses (ii), (iii), (vi) and (ix) of this Section 9.02; provided, however, that any refinancing of Debt described in clause (ix) shall comply with the provisions of such clause (ix). (b) Prior to the Triggering Event, the Borrower will not permit any Excluded Subsidiary to incur, create, assume or suffer to exist any Debt except (i) the Pogo Debt and (ii) other Debt approved by of Pogo and its Subsidiaries in existence on the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionClosing Date. (jc) Notwithstanding the foregoing, this Section 9.02 shall not apply to any Excluded Subsidiary to the extent such application would violate any provision of the Pogo Debt arising under Swap Agreements permitted under Section 9.18 hereofInstruments.

Debt. The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected in the Pro Forma Financial Statements or on Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) 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. (cd) Debt under Capital Leases or Purchase Money Debt not to exceed $500,00015,000,000 in the aggregate at any time outstanding. (de) Debt associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations required by Governmental Requirements Law or third parties in connection with the operation of the Oil and Gas PropertiesProperties and otherwise in the ordinary course of business. (ef) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned SubsidiariesSubsidiaries except pursuant to the Loan Documents, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) Debt resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, draft or similar instrument presented by the Borrower or any Restricted Subsidiary in the ordinary course of business against insufficient funds. (h) Debt in respect of unsecured notes, provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization of principal or a maturity date prior to 120 days after the Maturity Date, (iii) such Debt does not contain mandatory redemption events that require the redemption of such Debt prior to 120 days after the Maturity Date, (iv) such Debt does not prohibit prior repayment of Loans, (v) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents, and (vi) the terms of such Debt are the result of arm’s-length negotiations. (i) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not constituting an Event of Default. (j) Debt of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower or any Restricted Subsidiary, or is merged or consolidated with or into the Borrower or any Restricted Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of such event, (ii) neither the Borrower nor any of the Restricted Subsidiaries shall be liable for such Debt, (iii) the Borrower is in Pro Forma Compliance with the covenants contained in Section 9.01, (iv) the principal amount of such Debt that is secured does not exceed $25,000,000 in the aggregate at any time outstanding, and (v) any such Debt that is unsecured has a maturity date not sooner than 120 days after the Maturity Date. (k) Debt secured by Liens on Property other than Oil and Gas Properties not to exceed $10,000,000 in the aggregate at any time outstanding. (l) Debt incurred by the entering into of any guarantee of, or into another contingent obligation with respect to, other Debt or other liability of any other Person (other than another Loan Party) to the extent such Debt is permitted under Section 9.05. (m) Debt which represents an extension, refinancing, or renewal of any of the Senior Notes; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal, (ii) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Debt so extended, refinanced or renewed and such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes becoming due earlier than the date that is 120 days after the Maturity Date, and (iii) if the Debt that is refinanced, renewed, or extended was subordinated in right of payment to 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. (n) other unsecured Debt incurred after the date of this Agreement not to exceed $30,000,000 in the aggregate at any time outstanding. (o) unsecured Debt owing by the Borrower to the Existing Borrower which shall not exceed $50,000,000 outstanding at any time; provided that (i) any such Debt shall be on terms and conditions customary for subordinated unsecured intercompany debt and (ii) concurrently with the incurrence of any such Debt, the Existing Borrower shall have executed and delivered to the Administrative Agent a debt subordination agreement subordinating repayment of such Debt to the Indebtedness, in form and substance satisfactory to the Administrative Agent. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Debt existing on the date hereof and disclosed to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, not to exceed $500,000 in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Parent and the Borrower will not, and will not permit any Subsidiary of the Restricted Subsidiaries to, incur, create, assume or suffer to exist any Debt, except: (a) the 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 DocumentsIndebtedness. (b) accounts payable Debt of the Parent, the Borrower and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred Restricted Subsidiaries existing on the date hereof that is reflected in the ordinary course of business which are not greater than sixty (60) days past the date of invoice Financial Statements or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAPon Schedule 9.02. (c) [Reserved]. (d) Purchase Money Debt and Debt under Capital Leases not to exceed $500,00025,000,000. (de) Debt associated in respect of performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees and similar obligations (including those incurred to secure health, safety and environmental obligations) and obligations in respect of letters of credit, bank guaranties or instruments related thereto, in each case, not in connection with bonds money borrowed and provided in the ordinary course of business or surety obligations required by Governmental Requirements consistent with past practice in connection with the operation of the Oil and Gas Midstream Properties. (ef) intercompany Debt between or among the Parent, the Borrower and and/or any Restricted Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g)9.05; provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent, the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that the Restricted Subsidiaries and (ii) any such Debt owed by either the Parent, the Borrower or a Guarantor (A) shall be subordinated to the Indebtedness on terms satisfactory set forth in the Guaranty and Security Agreement and (B) shall not have any scheduled amortization prior to the Administrative AgentLatest Maturity Date. (fg) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Debt existing on the date hereof and disclosed to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, Debt not to exceed $500,000 25,000,000 in the aggregate at any one time outstanding. (i) other unsecured Senior Notes of the Parent, the Borrower and/or Finance Sub and any guarantees thereof and any unsecured Permitted Refinancing Debt approved and any guarantees thereof; provided that (i) the Borrower shall have complied with Section 8.01(r), (ii) at the time of incurring such Senior Notes or Permitted Refinancing Debt (A) no Default has occurred and is then continuing and (B) no Default would result after giving effect to the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (iii) the Parent and the Borrower are in compliance with the financial covenants contained in Section 9.01 on a Pro Forma Basis after giving effect to the issuance of such Senior Notes, (iv) such Senior Notes or Permitted Refinancing Debt, as applicable, do not have any scheduled principal amortization prior to the date which is one year after the Latest Maturity Date, (v) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date which is one year after the Latest Maturity Date, (vi) such Senior Notes or Permitted Refinancing Debt and any guarantees thereof are on terms, taken as a whole, at least as favorable to the Borrower and the Guarantors as market terms for issuers of similar size and credit quality given the then prevailing market conditions as determined by the Majority Lenders Borrower in good faith, (vii) such Senior Notes or Permitted Refinancing Debt do not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions) which would require a mandatory prepayment or redemption in priority to the Indebtedness; provided that if such Senior Notes are issued to finance all or a portion of a Permitted Acquisition or other Investment permitted by Section 9.05, such Senior Notes may contain mandatory prepayment or redemption provisions providing for the repayment or redemption of such Senior Notes in the event that such Permitted Acquisition or other Investment permitted by Section 9.05 is not consummated by a certain date (which date shall not be later than the date that is 90 days after the issuance thereof) in an amount not to exceed the principal amount of such Senior Notes and any accrued interest thereon through the prepayment or redemption; provided that such Senior Notes are issued in escrow pursuant to customary escrow arrangements pending the release thereof upon the consummation of such Permitted Acquisition or Investment, (viii) neither the Parent nor any Subsidiary of the Parent (other than the Borrower or a Guarantor or a Person who becomes a Guarantor in connection therewith) is an obligor under such Debt and (ix) if such Debt is senior subordinated or subordinated Debt, the terms of such Debt provide for customary subordination of such Debt to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionthe Indebtedness. (j) Debt arising of any Person at the time such Person becomes a Restricted Subsidiary of the Parent, or is merged or consolidated with or into the Parent or the Borrower or any Restricted Subsidiary in a transaction constituting a Permitted Acquisition occurring after the Fourth Amendment Effective Date, so long as (i) such Debt was not incurred in connection with, or in contemplation of, such Permitted Acquisition, (ii) neither the Parent nor any Restricted Subsidiary (other than the Restricted Subsidiary acquired) shall have any liability or other obligation with respect to such Debt and (iii) the aggregate principal amount of all Debt outstanding under this Section 9.02(j) shall not exceed $50,000,000 at any time. (k) Debt constituting Investments permitted by Section 9.05 (other than Sections 9.05(g) or (n)). (l) Debt under Swap Agreements permitted under pursuant to Section 9.18 hereof9.17. (m) Debt owed to insurance companies for premiums on policies required by Section 8.07. (n) Debt in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements, in each case entered into in the ordinary course of business.

Debt. The No Borrower will not(other than the U.S. Borrower) shall, and will not nor shall any Borrower permit any Subsidiary to, issue, incur, assume, create, assume or suffer to exist have outstanding any Debt, exceptor incur liabilities for interest rate, currency, or commodity 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 other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Notes or other Indebtedness arising under Obligations of the Loan Documents or any guaranty of or suretyship arrangement for Canadian Borrower and the Notes or other Indebtedness arising under Designated Borrowers owing to the Loan Documents.Administrative Agent, the L/C Issuers and the Lenders (and their Affiliates); (b) accounts payable obligations of any Subsidiary arising out of interest rate, foreign currency, and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business which are and 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.speculative purposes; (c) Debt under Capital Leases not to exceed $500,000. (d) Debt associated with bonds endorsement of items for deposit or surety obligations required by Governmental Requirements in connection with the operation collection of the Oil and Gas Properties. (e) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agent. (f) endorsements of negotiable instruments for collection commercial paper received in the ordinary course of business.; (gd) intercompany advances from time to time owing by any Subsidiary to the U.S. Borrower or another Subsidiary, Guarantees and similar undertakings by a Borrower (other than the U.S. Borrower) or a Subsidiary in respect of such obligations of the U.S. Borrower or any Subsidiary; (e) Debt existing outstanding (or commitments existing) on the date hereof and disclosed to the Lenders listed on Schedule 9.02.8.7 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 a premium or other amount paid, and fees and expenses incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (hf) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof or is amalgamated with, merged into or consolidated with the U.S. Borrower, the Canadian Borrower or any Subsidiary of the U.S. Borrower after the date hereof, which is existing at the time such Person becomes a Subsidiary of a Borrower or is so amalgamated, merged or consolidated (other Debtthan Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower); (g) Guarantees by any Subsidiary of any Debt of any other Subsidiary and Guarantees by any Borrower (other than the U.S. Borrower) of any Debt of any other Borrower; and (a) Priority Debt and (b) obligations of Subsidiaries in respect of letters of credit, including purchase-money obligationsin each case, not to exceed $500,000 in otherwise permitted by this Section 8.7; provided that the sum of the aggregate at any one time outstanding. 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 (b), only including the amount of obligations constituting reimbursement obligations with respect to such letters of credit to the extent drawn) plus (without duplication) the aggregate principal amount of indebtedness or other Debt approved obligations secured by a Lien pursuant to Section 8.8(j) do not exceed 10% of Consolidated Total Capitalization as of the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionmost recently ended fiscal quarter of the U.S. Borrower at any time. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower Parent Guarantor will not, and will not permit any Subsidiary Credit Party to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or Loans and any other Indebtedness arising under the Loan Documents or and any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documentsin respect thereof. (b) Debt of the Parent Guarantor and the Credit Parties existing on the date hereof that is reflected in the Financial Statements or in Schedule 9.02, including the Existing Senior Notes, and any Permitted Refinancing Debt in respect thereof. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty ninety (6090) 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 $500,000. (d) Debt associated with bonds or surety obligations (i) required in connection with self-insurance or the performance of contracts or (ii) required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (e) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries Credit Parties to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiariesa Credit Party, and, provided further, that any such Debt for borrowed money owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentGuaranty Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Permitted Additional Senior Notes issued by the Parent Guarantor and any guarantees of such Debt existing on by the date hereof Borrower or any other Guarantor, provided that (i) at the time of incurring such Debt (A) no Default has occurred and disclosed is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the Lenders incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to ninety-one days after the Maturity Date, (iii) such Debt does not mature sooner than four years after the Maturity Date, (iv) the covenants of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents, (v) such Debt and any guarantees thereof are on Schedule 9.02prevailing market terms for similar situated companies, (vi) the Borrowing Base is reduced as pursuant to Section 2.07(e) and prepayment is made to the extent required by Section 3.04(c)(iii), and (vii) the aggregate principal amount of such Permitted Additional Senior Notes does not exceed $700,000,000 at any time; and any Permitted Refinancing Debt in respect thereof. (h) other Debt, including purchase-money obligations, Debt secured by Liens permitted under Section 9.03(d) in an aggregate principal amount at any time not to exceed $500,000 20,000,000 . (i) Debt in the form of guaranties by the Parent Guarantor, the Borrower or any Guarantor of Debt of (A) other Credit Parties permitted under this Section 9.02 and (B) other Subsidiaries to the extent an Investment would be permitted under section 9.05(g)(iii). (j) Debt owed to insurance companies for premiums on policies required by Section 8.06. (k) other Debt not to exceed $100,000,000 (measured as of the date of incurrence) in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness Obligations arising under the Loan Documents. (b) accounts payable Debt of Borrower and accrued expenses, liabilities or other obligations its Subsidiaries with respect to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAPSenior Notes. (c) Debt of the Borrower and its Subsidiaries under Capital Leases not to exceed $500,000the LC Facility. (d) Debt of the Borrower and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and described on Schedule 9.02. (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties, including, guarantees and obligations of the Borrower and its Subsidiaries with respect to letters of credit supporting such obligations (in each case other than an obligation for money borrowed), in connection with the operation of the Oil and Gas PropertiesProperties in the ordinary course of business. (ef) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g)9.05; 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 Restricted Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agent. (fg) endorsements of negotiable instruments for collection in the ordinary course of business. (gh) Debt existing on the date hereof and disclosed to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, not to exceed $500,000 incurred in the aggregate at any one time outstandingordinary course of Borrower’s business in connection with Swap Agreements provided they are permitted under Section 9.17 of this Agreement. (i) other Debt approved by of Unrestricted Subsidiaries for which neither the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionBorrower nor any Restricted Subsidiary shall be liable as an obligor, under any guarantee or otherwise. (j) Debt arising under Swap Agreements permitted under by Section 9.18 hereof9.17.

Debt. The Borrower will not, and will not permit any of the Subsidiary Guarantors to, incur, create, assume or suffer to exist any Debt, exceptexcept the following: (a) the 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) accounts payable Debt of the Borrower or Subsidiary Guarantor under Capital Leases and accrued expensesDebt incurred to finance the acquisition, liabilities construction or improvement of any fixed or capital assets other obligations to pay than Properties described in clauses (a) — (e) of the deferred definition of “Oil and Gas Properties” (whether or not constituting purchase price money Debt); provided, however, that the aggregate amount of Property or services, from all such Debt at any one time to time incurred in the ordinary course of business which are outstanding shall 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.exceed $12,000,000; (c) Debt under Capital Leases not to exceed $500,000. (d) Debt of the Borrower or Subsidiary Guarantor associated with bonds or surety obligations (i) required by Governmental Requirements in connection with the operation of the Oil and Gas Properties.Properties or (ii) required in connection with the performance of contracts and (iii) 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 any a Subsidiary that is a Subsidiary Guarantor or between Subsidiaries to the extent permitted by Section 9.05(g)that are Subsidiary Guarantors; 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 Subsidiariesa 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 satisfactory to set forth in the Administrative Agent.Guarantee and Collateral Agreement; (f) endorsements Debt in respect of negotiable instruments for collection workers’ compensation claims, self-insurance obligations, bankers’ acceptance and performance and surety bonds provided by the Borrower or any Subsidiary Guarantor in the ordinary course of business.; (g) Debt existing on of the date hereof and disclosed Borrower or Subsidiary Guarantor consisting of obligations to the Lenders on Schedule 9.02.pay insurance premiums; (h) unsecured Debt of the Borrower or any Subsidiary Guarantor evidenced by bonds, debentures, notes or other similar instruments (including any Permitted Refinancing Debt in respect thereof); provided that, (i) the scheduled maturity date of such Debt shall not be earlier than one year after the Maturity Date, (ii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments or puts triggered upon change in control, sale of all or substantially all assets and certain asset sales, in each case which are customary with respect to such type of Debt, including purchase-money obligations, (iii) the aggregate principal amount of such Debt shall not to exceed $500,000 900,000,000, and (iv) the agreements and instruments governing such Debt shall not contain (A) any financial maintenance covenants that are more restrictive than those in this Agreement or any other affirmative or negative covenants that are, taken as a whole, materially more restrictive than those set forth in this Agreement; provided that the aggregate at inclusion of any one time outstanding.covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (A), (B) any restriction on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Loan Documents (other than as to the maximum principal amount of Debt to be incurred hereunder), (C) any restrictions on the ability of any Subsidiary of the Borrower to guarantee the Indebtedness to the extent the Indebtedness is permitted thereunder, provided that a requirement that any such Subsidiary also guarantee such Debt shall not be deemed to be a violation of this clause (C), or (D) any restrictions on the ability of any Subsidiary or the Borrower to pledge assets as collateral security for the Indebtedness to the extent the Indebtedness is permitted thereunder; and (i) other Debt approved 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 doubt, when calculating the amount of Debt for purposes of determining compliance with clause (b), (h) or (i) above, such calculation shall not include any guarantee by the Majority Lenders and subordinated to Borrower's obligations to Lenders a Credit Party in a manner acceptable to Administrative Agent respect of other Debt already included in its sole discretionsuch calculation. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the 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) accounts payable The Senior Notes and accrued expenses, liabilities or other obligations to pay Debt of the deferred purchase price of Property or services, from time to time incurred Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAPFinancial Statements. (c) purchase money Debt and Debt under Capital Leases not to exceed $500,00050,000,000 in the aggregate. (d) Debt associated with workers’ compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (e) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g9.06(g); provided that (i) except as provided in (iii) below, 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, (ii) that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory set forth in the Guaranty Agreement; and (iii) if such Debt is secured (referred to herein as “Secured Subordinated Intercompany Debt”), the Borrower or such Restricted Subsidiary to which such Debt is payable shall have granted to the Administrative AgentAgent a security interest in such promissory notes held by them pursuant to the Guaranty Agreement. (f) Debt secured by Liens permitted by Section 9.03(d) and Section 9.03(e), the principal amount of which does not exceed $50,000,000 in the aggregate at any one time. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (gh) Debt existing outstanding under one or more unsecured short term credit facilities the principal amount of which does not exceed $50,000,000 in the aggregate. (i) Debt and any guarantees thereof by the Guarantors (including any Persons becoming Guarantors simultaneously with the incurrence of such Debt), provided that: (i) immediately before, and after giving effect to, the incurrence of any such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), no Default exists or would exist, (ii) the cash pay interest rate on such Debt is reasonably satisfactory to the Administrative Agent, (iii) such Debt does not have any scheduled amortization of principal prior to the Maturity Date, (iv) such Debt has a stated maturity no earlier than one year after the Maturity Date, (v) such Debt does not have mandatory redemption events that are not Events of Default hereunder, (vi) such Debt does not prohibit prior repayment of Loans, and (vii) at the time any such Debt is incurred, the Borrowing Base and the Conforming Borrowing Base then in effect (after taken into account Section 2.07(e)) shall be automatically reduced by an amount equal to the product of 0.30 multiplied by the stated principal amount of such Debt, rounded to the nearest $1,000,000, and the Borrowing Base and the Conforming Borrowing Base as so reduced shall become the new Borrowing Base and the new Conforming Borrowing Base immediately upon the date hereof of such issuance or assumption, effective and disclosed applicable to the Borrower, the Agents, each Issuing Bank and the Lenders on Schedule 9.02such date until the next redetermination or modification thereof hereunder. For purposes of this Section 9.02(i), the “stated principal amount” shall mean the stated face amount of such Debt without giving effect to any original issue discount. (hj) other Debt, including purchase-money obligations, Debt not to exceed $500,000 50,000,000 in the aggregate at any one time outstanding. (k) Any renewals, refinancings or extensions of (but, except to the extent permitted herein, not increases in) any Debt described in clauses (b), (c), (f) and (i) other of this Section 9.02; provided, however, that any refinancing of Debt approved by described in clause (i) shall comply with the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionprovisions of such clause (i). (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower Parent Guarantor will not, and will not permit any Subsidiary Credit Party to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or Loans and any other Indebtedness arising under the Loan Documents or and any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documentsin respect thereof. (b) Debt of the Parent Guarantor and the Credit Parties existing on the date hereof that is reflected in the Financial Statements or in Schedule 9.02, including the Existing Senior Notes, and any Permitted Refinancing Debt in respect thereof. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty ninety (6090) 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 $500,000. (d) Debt associated with bonds or surety obligations (i) required in connection with self-insurance or the performance of contracts or (ii) required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (e) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries Credit Parties to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiariesa Credit Party, and, provided further, that any such Debt for borrowed money owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentGuaranty Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Permitted Additional Senior Notes issued by the Parent Guarantor and any guarantees of such Debt existing on by the date hereof Borrower or any other Guarantor, provided that (i) at the time of incurring such Debt (A) no Default has occurred and disclosed is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the Lenders incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to ninety-one days after the Maturity Date, (iii) such Debt does not mature sooner than four years after the Maturity Date, (iv) the covenants of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents, (v) such Debt and any guarantees thereof are on Schedule 9.02prevailing market terms for similar situated companies, (vi) the Borrowing Base is reduced as pursuant to Section 2.07(e) and prepayment is made to the extent required by Section 3.04(c)(iii), and (vii) the aggregate principal amount of such Permitted Additional Senior Notes does not exceed $500,000,000 at any time; and any Permitted Refinancing Debt in respect thereof. (h) other Debt, including purchase-money obligations, Debt secured by Liens permitted under Section 9.03(d) in an aggregate principal amount at any time not to exceed $500,000 20,000,000 . (i) Debt in the form of guaranties by the Parent Guarantor, the Borrower or any Guarantor of Debt of (A) other Credit Parties permitted under this Section 9.02 and (B) other Subsidiaries to the extent an Investment would be permitted under section 9.05(g)(iii). (j) Debt owed to insurance companies for premiums on policies required by Section 8.06. (k) other Debt not to exceed $50,000,000 (measured as of the date of incurrence) in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the 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) accounts payable Debt of the Borrower and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past its Restricted Subsidiaries existing on 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 GAAPhereof that is reflected on Schedule 9.02. (c) Debt under Capital Leases not to exceed $500,00010,000,000 in the aggregate at any one time outstanding. (d) Debt associated with worker’s compensation claims, performance, bid, surety, or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (e) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g9.05(j); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentGuaranty and Pledge Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Debt existing on in respect of unsecured notes; provided that, (i) no Default, Event of Default or Borrowing Base Deficiency exists at the time of the incurrence of such Debt or would result therefrom (including after giving effect to any automatic reduction in the Borrowing Base pursuant to Section 2.07(e)), (ii) such Debt does not require any scheduled amortization of principal or have a maturity date hereof and disclosed prior to 91 days after the Maturity Date, (iii) after giving effect to the Lenders on Schedule 9.02incurrence of such Debt, the Borrower is in pro forma compliance with Section 9.01, (iv) the covenants and events of default contained in the documentation governing such Debt are not materially more onerous than the corresponding terms of this Agreement and the other Loan Documents (as determined in good faith by the Borrower), (v) the documents governing such Debt do not contain any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions) which would require a mandatory prepayment or redemption of such Debt in priority to the Loans, and (vi) such Debt does not prohibit prior repayment of the Loans. (h) Debt which represents an extension, refinancing, or renewal of any of the Permitted Unsecured Notes; provided that, (i) such Debt satisfies the conditions set forth in Section 9.02(g) (other than clause (iii) thereof), (ii) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (g) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (g) and subject to Section 2.07(e) hereof), (iii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Permitted Unsecured Notes becoming due earlier than the date that is 91 days after the Maturity Date, and (iv) 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, including purchase-money obligations, . (i) Debt owing to insurance providers and arising in connection with the financing of insurance premium payments in the ordinary course of business. (j) Debt arising under Hedge Agreements permitted under Section 9.16. (k) other Debt not to exceed $500,000 10,000,000 in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (jl) Debt arising under Swap Agreements that represents a renewal, refinancing or extension (but, except to the extent permitted under herein, not increases in (except to cover premiums or penalties) of any Debt described in the foregoing clauses of this Section 9.18 hereof9.02 (other than clauses (a), (g) and (h)).

Debt. The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the 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) accounts payable Debt of the Borrower and accrued expenses, liabilities or other obligations to pay its Restricted Subsidiaries existing on the deferred purchase price of Property or services, from time to time incurred date hereof that is reflected in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAPFinancial Statements. (c) Debt under Capital Leases not to exceed $500,0005,000,000. (d) Debt associated with workers’ compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (e) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Restricted Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentGuaranty Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Debt existing on now or hereafter outstanding under the date hereof Senior Revolving Credit Agreement (and disclosed any guaranties thereof by the Guarantors), provided that (i) the aggregate principal amount of the Senior Revolving Credit Agreement shall not exceed $400,000,000, (ii) no part of the Debt for principal owing under the Senior Revolving Credit Agreement is subordinated in right of payment to any other Debt for principal owing under the Senior Revolving Credit Agreement, (iii) such Debt is comprised of a single facility with no differentiation among lenders in the revolving character, pricing or maturity thereof and (iv) after giving effect to the Lenders on Schedule 9.02incurrence of such Debt, no Default or Event of Default then exists under Section 9.01. (h) other Debt, including purchase-money obligations, Debt not to exceed $500,000 5,000,000 in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower Parent and the Borrowers will not, and will not permit any Subsidiary other Credit Party to, incur, create, assume or suffer to exist any Debt, except:: CHAPARRAL ENERGY, L.L.C. CREDIT AGREEMENT (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Credit Parties existing on the date hereof that is reflected in the Financial Statements. (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 business, of which no more than $500,000 (in the aggregate) are not greater than sixty ninety (6090) 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 $500,000. (d) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (e) intercompany Debt between the any Borrower and any Subsidiary or between Subsidiaries any Subsidiary and any other Subsidiary 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 a Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the a Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentGuaranty Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Permitted Bond Debt existing and guarantee obligations of any Credit Party in respect thereof; provided, that such guarantee obligations are on the date hereof terms and disclosed conditions satisfactory to the Lenders on Schedule 9.02Administrative Agent in its sole discretion. (h) Taxes, assessments or other Debtgovernmental charges which are not yet due or are being contested in good faith in accordance with Section 8.04(b). (i) Debt (other than in connection with a loan or lending transaction) incurred in the ordinary course of business for drilling, including purchase-money obligationscompleting, leasing and reworking oil and gas xxxxx or the treatment, distribution, transportation or sale of production therefrom; provided, however, such Debt shall not be deemed to refer to or include any long term debt. (j) Debt of Real Estate obtained for purposes of building expansion and the refinancing of existing Debt related to real estate at 000 Xxxxx Xxxx Xxxx., Xxxxxxxx Xxxx, Xxxxxxxx, limited to no more than $11,500,000, in the aggregate, secured by real estate (and 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); provided, however, such Debt is subject to Administrative Agent’s prior written approval of the terms and conditions of any lease of such 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. CREDIT AGREEMENT (k) those obligations of Oil resulting from its investment in CEI Bristol. (l) Chaparral’s guaranty of Oil’s performance of its obligations as general partner of CEI Bristol. (m) any renewals or extensions of (but not increases in) any of the foregoing. (n) liabilities resulting from compliance with FASB 133 and FASB 143. (o) other Debt not to exceed $500,000 10,000,000 in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower Credit Parties will not, and will not permit any Subsidiary of the Restricted Subsidiaries to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or Loans, other Indebtedness arising under the Loan Documents or Secured Obligations and any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documentsin respect thereof. (b) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (c) Debt under Capital Leases not to exceed $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 or among (i) the Borrower and any Subsidiary Guarantor, (ii) any Restricted Subsidiary that is not a Guarantor and any other Restricted Subsidiary that is not a Guarantor or between Subsidiaries (iii) the Borrower or any Subsidiary Guarantor to any Restricted 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 for the benefit of the Lenders, the Borrower or one of its Wholly-Owned Subsidiariesa 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 a Guarantor any Credit Party shall be subordinated to the Indebtedness Secured Obligations on the terms satisfactory to set forth in the Administrative AgentGuaranty and Collateral Agreement. (fc) endorsements of negotiable instruments for collection in the ordinary course of business. (gd) Debt existing of the Borrower or the Restricted Subsidiaries (i) associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and 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 $2,000,000. (f) Permitted Senior Notes and any guarantees thereof incurred after the Effective Date; provided that (i) both before and immediately after giving effect to the incurrence of such Debt, no Default or 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 more restrictive, taken as a whole, than those contained in this Agreement and the date hereof other Loan Documents, as reasonably determined by the Borrower in good faith, and disclosed (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 Maturity Date; (v) such Debt does not mature sooner than the date that is 91 days after the Maturity Date; (vi) the economic terms of such Debt and any guarantees thereof, taken as a whole, are on Schedule 9.02market 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 4.00 to 1.00; (viii) such Debt does not have any mandatory prepayment or redemption provisions which would require a mandatory prepayment or redemption thereof in priority to the Secured Obligations (other than (A) customary offers to purchase upon (i) a change of control, to the extent such offer is subject to the previous payment in full of the Secured Obligations and (ii) asset sale or casualty or condemnation event to the extent the terms of such Debt provide that such Debt shall not be required to be repurchased or redeemed until the Maturity Date has occurred or such repurchase or redemption is otherwise permitted by this Agreement and (B) customary acceleration rights after an event of default); (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 Second Lien Notes and any guarantees thereof existing on or incurred after the Effective Date; provided that (i) the stated principal amount of such Debt incurred after the Effective Date does not exceed $150,000,000, (ii) both before and immediately after giving effect to the incurrence of such Debt, no Default or 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)); (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) immediately after giving effect to the incurrence of such Debt and any guarantees thereof, the Pro Forma Net Leverage Ratio shall not exceed 4.00 to 1.00; (v) the Borrower shall have complied with Section 8.01(p); (vi) such Debt shall be at all times subject to the Second Lien Intercreditor Agreement and the Secured Obligations shall be secured on a senior priority basis to such Debt (except with respect to any unsecured Permitted Refinancing Debt); (vii) such Debt does not have any scheduled principal amortization; (viii) such Debt does not mature sooner than the date that is 91 days after the Maturity Date; (ix) 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; (x) 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 offers to purchase upon (i) a change of control, to the extent such offer is subject to the previous payment in full of the Secured Obligations and (ii) asset sale or casualty or condemnation event to the extent the terms of such Debt provide that such Debt shall not be required to be repurchased or redeemed until the Maturity Date has occurred or such repurchase or redemption is otherwise permitted by this Agreement and (B) customary acceleration rights after an event of default); and (xi) 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. (h) other 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 Section 9.02(g) or to refinance any outstanding Refinanced Debt, including purchase-money obligations, as the case may be. (i) 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). (j) other Debt in an aggregate principal amount not to exceed $500,000 in the aggregate 30,000,000 at any one time outstanding. (ik) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionExisting Notes outstanding on the Effective Date; provided that the remaining outstanding principal balance of the Existing Notes shall be no greater than $0 at all times on or after November 5, 2018. (jl) Debt arising under Swap Agreements permitted under Section 9.18 hereofIndebtedness existing on the Effective Date and set forth on Schedule 9.02.

Debt. The Borrower Parent Guarantor will not, and will not permit any Subsidiary Credit Party to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or Loans and any other Indebtedness arising under the Loan Documents or Secured Obligations and any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documentsin respect thereof. (b) accounts payable (i) Debt of the Parent Guarantor and accrued expensesthe Credit Parties (including any outstanding commitments for such Debt) existing on the date hereof that is reflected in the Financial Statements, liabilities in the financial statements described in Section 7.04(b) or other in Schedule 9.02, (ii) the Existing Senior Notes and any Permitted Refinancing Debt in respect thereof and (iii) up to $1,000,000,000 of unsecured senior or senior subordinated notes and any Permitted Refinancing Debt in respect thereof if the sum of the principal amount of the Debt incurred and outstanding under this clause (iii) and the total Term Loan Commitments does not exceed $1,000,000,000. (c) obligations to pay the deferred purchase price of Property or servicesservices (including the provision of services pursuant to drilling contracts), from time to time incurred in the ordinary course of business which are not greater than sixty ninety (6090) 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 $500,000. (d) Debt associated with bonds or surety obligations (i) required in connection with self-insurance or the performance of contracts or (ii) required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (e) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries Credit Parties to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiariesa Credit Party, and, provided further, that any such Debt for borrowed money owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness Secured Obligations on terms satisfactory to set forth in the Administrative AgentGuaranty and Collateral Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business and Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, in each case, so long as such Debt is extinguished within 5 Business Days of the incurrence thereof. (g) Permitted Additional Senior Notes issued by the Parent Guarantor, the Borrower or any Guarantor and any guarantees of such Debt existing by the Parent Guarantor, the Borrower or any other Guarantor, provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) other than any Existing Senior Notes, such Debt does not have any scheduled amortization prior to ninety-one days after the Revolving Maturity Date, (iii) other than any Existing Senior Notes, such Debt does not mature sooner than two years after the Revolving Maturity Date, (iv) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies, (v) if the Revolving Facility is subject to a Borrowing Base, the Borrowing Base is reduced pursuant to Section 2.07(e) and prepayment is made to the extent required by Section 3.04(c)(iii) and (vi) at the time such Permitted Additional Senior Notes are incurred, the Fixed Charge Coverage Ratio (as defined in the Second Supplemental Indenture, dated as of September 24, 2010, among the Parent Guarantor, the Borrower and The Bank of New York Mellon Trust Company, N.A.) for the Parent Guarantor’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date hereof on which such Permitted Additional Senior Notes are incurred would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the Permitted Additional Senior Notes had been incurred at the beginning of such four-quarter period; and disclosed to the Lenders on Schedule 9.02any Permitted Refinancing Debt in respect thereof. (h) other DebtDebt secured by Liens permitted under Section 9.03(d), including purchase-money obligations, not subject to exceed $500,000 in the aggregate at any one time outstandingpro forma compliance with Section 9.01. (i) other Debt approved in the form of guaranties by the Majority Lenders Parent Guarantor, the Borrower or any Guarantor of Debt of (A) other Credit Parties permitted under this Section 9.02 and subordinated (B) other Subsidiaries to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionthe extent an Investment would be permitted under section 9.05(g)(iii). (j) Debt owed to insurance companies for premiums on policies required by Section 8.06. (k) other Debt not to exceed, at the time of incurrence thereof, the greater of $500,000,000 and 4.0% of the Parent Guarantor’s consolidated total assets. (l) Debt arising under Swap Treasury Management Agreements in the ordinary course of business. (m) Permitted Acquired Debt. (n) Debt secured by Liens permitted under Section 9.18 hereof9.03 (other than Section 9.03(d)). (o) Debt incurred by the Parent Guarantor or any of the other Credit Parties arising from agreements providing for indemnification, adjustment of purchase price or similar obligations in connection with permitted dispositions of any business, assets or Subsidiary of the Parent Guarantor or any of the other Credit Parties. (p) Debt of any Foreign Subsidiary, provided that the aggregate principal amount of all Debt permitted under this clause shall not exceed, at the time of incurrence thereof, $25,000,000. (q) refinancings, extensions or renewals of Debt under the foregoing clauses (b)(i) and (n) and this clause (q) (and guaranty obligations in respect thereof) to the extent that the principal amount thereof is not increased.

Debt. The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans, any Notes or other Indebtedness Secured Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans, any Notes or other Indebtedness Secured Obligations arising under the Loan Documents, and any deferred put premiums associated with Swap Agreements entered into with an Approved Counterparty. (b) the Convertible Note (but no Permitted Refinancing Debt in respect of the Convertible Note) and any Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than 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. (cd) Debt (including guarantees) under Capital Leases Leases, provided that the aggregate amount of such Debt and Debt incurred pursuant to Sections 9.02(j) and (k) does not to exceed the greater of $500,00030,000,000 or 10% of the then effective Borrowing Base at any one time outstanding. (de) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (ef) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness Secured Obligations on terms satisfactory to set forth in the Administrative AgentGuaranty Agreement. (fg) endorsements of negotiable instruments for collection in the ordinary course of business. (gh) Debt existing on under any Senior Notes issued after the date hereof Effective Date, provided that (i) at the time of incurring such Debt (1) no Default has occurred and disclosed is then continuing and (2) no Default would result from the incurrence of such Debt after giving effect to the Lenders incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents, (v) such Debt and any guarantees thereof are on Schedule 9.02prevailing market terms for similarly situated companies, (vi) the Borrowing Base is adjusted as contemplated by Section 2.07(e) and the Borrower makes any prepayment required under Section 3.04(c)(iii). (hi) other DebtDebt incurred to finance insurance premiums. (j) Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any fixed or capital assets, including purchase-money obligationsDebt assumed in connection with the acquisition of such assets; provided that (i) the principal amount of such Debt does not exceed the cost of acquiring, not to exceed $500,000 in constructing or improving such fixed or capital assets and (ii) the aggregate amount of such Debt and Debt incurred pursuant to Sections 9.02(d) and (l) does not exceed the greater of $30,000,000 or 10% of the then effective Borrowing Base at any one time outstanding. (ik) other Debt, provided that the aggregate amount of such Debt approved by the Majority Lenders and subordinated Debt incurred pursuant to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. Sections 9.02(d) and (j) does not exceed the greater of $30,000,000 or 10% of the then effective Borrowing Base at any one time outstanding. For the avoidance of doubt, an issue of Senior Notes may be comprised of Debt arising under Swap Agreements permitted under Section 9.18 hereofonly a portion of which constitutes Permitted Refinancing Debt to the extent the aggregate principal amount thereof exceeds the current principal amount of the Senior Notes being refinanced or replaced.

Debt. The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected on Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) 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. (cd) Debt under Capital Leases or Purchase Money Debt not to exceed $500,0005,000,000 in the aggregate at any time outstanding. (de) Debt associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations required by Governmental Requirements Law or third parties in connection with the operation of the Oil Loan Parties’ Properties and Gas Propertiesotherwise in the ordinary course of business. (ef) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned SubsidiariesSubsidiaries except pursuant to the Loan Documents, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agent. (f) endorsements of negotiable instruments for collection set forth in the ordinary course of businessGuaranty Agreement. (g) Debt existing on resulting from the date hereof and disclosed to endorsement of negotiable instruments in the Lenders on Schedule 9.02ordinary course of business or arising from the honoring of a check, draft or similar instrument presented by the Borrower or any Restricted Subsidiary in the ordinary course of business against insufficient funds. (h) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not constituting an Event of Default. (i) Debt of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower or any Restricted Subsidiary, or is merged or consolidated with or into the Borrower or any Restricted Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of such event, (ii) neither the Borrower nor any of the Restricted Subsidiaries shall be liable for such Debt, including purchase-money obligations(iii) the Borrower is in Pro Forma Compliance with (A) the covenant contained in Section 9.01 and (B) a minimum Recognized Value Ratio of 2.00 to 1.00, (iv) the principal amount of such Debt does not to exceed $500,000 1,000,000 in the aggregate at any one time outstanding. , and (iv) other any such Debt approved by has a maturity date not sooner than 180 days after the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionMaturity Date. (j) Debt arising under Swap Agreements incurred by the entering into of any guarantee of, or into another contingent obligation with respect to, other Debt or other liability of any other Person (other than another Loan Party) to the extent such Debt is permitted under Section 9.18 hereof9.05. (k) (i) Debt incurred pursuant to the Secured Term Loan Facility, provided that such Debt (A) is subject at all times to the Intercreditor Agreement and (B) does not exceed a maximum principal amount of $275,000,000 at any time outstanding, and (ii) any Debt incurred to refinance or replace the Debt referred to in the foregoing clause (i) to the extent such refinancing or replacement is permitted under the Intercreditor Agreement. (l) other unsecured Debt incurred after the date of this Agreement not to exceed $15,000,000 in the aggregate at any time outstanding. Notwithstanding anything contained in Section 9.02 to the contrary, in no event shall the Borrower permit the APL General Partner to incur, create, assume or suffer to exist any Debt other than Debt that is incidental to its performance as general partner of APL.

Debt. The None of the Parent, the Borrower or any of their Subsidiaries will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the 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) 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 which are not greater than sixty ninety (6090) 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 $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 among the Parent, the Borrower and any Subsidiary of the Borrower’s Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower Parent or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by the Borrower to either the Borrower Parent or a Guarantor shall be subordinated to the Indebtedness owed by the Borrower or a Guarantor on terms satisfactory to set forth in the Administrative AgentGuarantee Agreement. (fd) endorsements of negotiable instruments for collection in the ordinary course of business. (ge) Senior Debt, the principal amount of which does not exceed $300,000,000 and any guarantees thereof; provided that (i) the Borrower shall have complied with Section 8.01(o), (ii) at the time of incurring such Senior Debt existing on (1) no Default has occurred and is then continuing and (2) no Default would result from the incurrence of such Senior Debt after giving effect to the incurrence of such Senior Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (iii) the incurrence of such Senior 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, (iv) such Senior Debt does not have any scheduled amortization prior to the date hereof which is one year after the Maturity Date, (v) such Senior Debt does not mature sooner than the date which is one year after the Maturity Date and disclosed (vi) prior to the Lenders on Schedule 9.02incurrence of such Debt, the Borrowing Base is adjusted pursuant to Section 2.07(e). (hf) other Debt, including purchase-Capital Leases and purchase money obligationsDebt not to exceed $10,000,000 in the aggregate, not to exceed the lesser of $500,000 20,000,000 or 5% of the then effective Borrowing Base in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than 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. (cd) Debt under Capital Leases not to exceed $500,0001,000,000. (de) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (ef) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentGuaranty Agreement. (fg) endorsements of negotiable instruments for collection in the ordinary course of business. (gh) Debt existing on (i) under the date hereof Senior Subordinated Convertible Note or the Restructured Subordinated Note and disclosed to (ii) under the Lenders on Schedule 9.02Second Lien Term Loan Agreement and any guarantees thereof, the principal amount of which Debt under clauses (i) and (ii) of this Section 9.02(h) does not exceed $85,000,000 in the aggregate. (hi) other Debt, including purchase-money obligations, Debt not to exceed $500,000 1,000,000 in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the 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) accounts payable and accrued expenses, insurance notes, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty seventy-five (6075) 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 and Debt that is purchase-money obligations, not to exceed exceed, when aggregated with all Debt of Parent Guarantor permitted under Section 10(g)(vi) of the Guaranty Agreement of Parent Guarantor, $500,0002,000,000 in the aggregate at any one time outstanding (provided, however, such amount shall increase to $5,000,000 on the date that the Financial Accounting Standards Board adopts in a formal pronouncement the concept set forth in the exposure draft regarding capital leases published on August 1, 2012). (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 Parent Guarantor, Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that (i) 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 (ii) any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative AgentAgent and (iii) such Debt owed by Parent Guarantor to Borrower does not exceed $1,000,000 at any time. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Debt existing on the date hereof and disclosed to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligationsDebt not secured by Liens and not otherwise permitted by this Section 9.02, not to exceed exceed, when aggregated with all Debt of Parent Guarantor permitted under Section 10(g)(ix) of the Guaranty Agreement of Parent Guarantor, $500,000 2,000,000 in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof. (k) Asset retirement obligations including, without limitation, plugging and abandonment costs associated with wxxxx, the removal of well equipment, pipelines and other associated equipment located on the lease site, and restoration of the well sites. (I) Deferred federal and state taxes of Parent Guarantor, Borrower, and any Subsidiary.

Debt. The Parent and the Borrower will not, and will not permit any Subsidiary of the Restricted Subsidiaries to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent, the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than 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. (cd) Debt under Capital Leases not to exceed $500,00025,000,000. (de) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Midstream Properties. (ef) intercompany Debt between the Parent, the Borrower and any Subsidiary Guarantor or between Subsidiaries Guarantors to the extent permitted by Section 9.05(g); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent, the Borrower or one of its Wholly-Owned the Restricted Subsidiaries, and, provided further, that (ii) any such Debt owed by either the Parent, the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory set forth in the Guaranty and Security Agreement and (iii) any such Debt shall not have any scheduled amortization prior to the Administrative AgentMarch 25, 2018. (fg) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Debt existing on the date hereof and disclosed to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, Debt not to exceed $500,000 25,000,000 in the aggregate at any one time outstanding. (i) other unsecured Senior Notes of the Parent and any guarantees thereof and any unsecured Permitted Refinancing Debt approved and any guarantees thereof; provided that (i) the Borrower shall have complied with Section 8.01(r), (ii) at the time of incurring such Senior Notes or Permitted Refinancing Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (iii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iv) such Senior Notes or Permitted Refinancing Debt, as applicable, do not have any scheduled principal amortization prior to the date which is one year after the Maturity Date, (v) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date which is one year after the Maturity Date, (vi) such Senior Notes or Permitted Refinancing Debt and any guarantees thereof are on terms, taken as a whole, at least as favorable to the Borrower and the Guarantors as market terms for issuers of similar size and credit quality given the then prevailing market conditions as determined by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent and (vii) such Senior Notes or Permitted Refinancing Debt do not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions) which would require a mandatory prepayment or redemption in its sole discretionpriority to the Indebtedness. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.; (b) Debt of the Borrower and its Subsidiaries existing on the date hereof that is disclosed on Schedule 9.01 hereto; (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than 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.; (cd) Debt under Capital Leases not to exceed $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.100,000; (e) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g9.04(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, ; and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative Agent.Guaranty Agreement; (f) endorsements of negotiable instruments for collection in the ordinary course of business.; (gi) Debt existing on the date hereof consisting of performance, bid and disclosed to the Lenders on Schedule 9.02. (h) other Debtcustoms bonds, including purchase-money letters of credit, statutory obligations, surety and appeal bonds and other obligations of a like nature incurred in the ordinary course of business in connection with new, renewed or extended charter or leases of Rigs entered into after the Effective Date, and (ii) Debt incurred in the ordinary course of business with respect to insurance premium financing for insurance being acquired by the Borrower or any Subsidiary under customary terms and conditions, provided that the aggregate amount of the liability of the Borrower and its Subsidiaries for Debt described in the preceding clauses (i) and (ii) shall not to exceed $500,000 2,500,000 in the aggregate at any one time outstanding. (ih) other Debt approved by not to exceed $100,000 in the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionaggregate at any one time outstanding. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes 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 Notes, the Loans or other Indebtedness arising under the Loan DocumentsDocuments or any Swap Agreement with a Secured Swap Provider. (b) accounts payable Debt of the Borrower and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past its Restricted Subsidiaries existing on 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 GAAPhereof 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) $500,0001,000,000 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. (de) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (ef) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided provided, further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentGuaranty Agreement. (fg) endorsements of negotiable instruments for collection in the ordinary course of business. (gh) Debt existing on incurred in connection with the date hereof and disclosed to financing of insurance premiums in the Lenders on Schedule 9.02ordinary course of business. (hi) 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 does not have any scheduled principal payments, mandatory redemption (except as a result of a change of control or asset sale so long as any rights of the 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 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 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 the Borrower in good faith), and (vii) no Subsidiary of the Borrower (other than a Guarantor) is an obligor under such Debt; (j) other Debt, including purchase-money obligations, Debt not to exceed exceed, in the case of this clause (j), the greater of (i) $500,000 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 outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected on Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) 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. (cd) Debt under Capital Leases or Purchase Money Debt not to exceed $500,0005,000,000 in the aggregate at any time outstanding. (de) Debt associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations required by Governmental Requirements Law or third parties in connection with the operation of the Oil Loan Parties’ Properties and Gas Propertiesotherwise in the ordinary course of business. (ef) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned SubsidiariesSubsidiaries except pursuant to the Loan Documents, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agent. (f) endorsements of negotiable instruments for collection set forth in the ordinary course of businessGuaranty Agreement. (g) Debt existing on resulting from the date hereof and disclosed to endorsement of negotiable instruments in the Lenders on Schedule 9.02ordinary course of business or arising from the honoring of a check, draft or similar instrument presented by the Borrower or any Restricted Subsidiary in the ordinary course of business against insufficient funds. (h) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not constituting an Event of Default. (i) Debt of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower or any Restricted Subsidiary, or is merged or consolidated with or into the Borrower or any Restricted Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of such event, (ii) neither the Borrower nor any of the Restricted Subsidiaries shall be liable for such Debt, including purchase-money obligations(iii) the Borrower is in Pro Forma Compliance with the covenant contained in Section 9.01, (iv) the principal amount of such Debt does not to exceed $500,000 1,000,000 in the aggregate at any one time outstanding. , and (iv) other any such Debt approved by has a maturity date not sooner than 180 days after the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionMaturity Date. (j) Debt arising under Swap Agreements incurred by the entering into of any guarantee of, or into another contingent obligation with respect to, other Debt or other liability of any other Person (other than another Loan Party) to the extent such Debt is permitted under Section 9.18 hereof9.05. (k) Revolving Debt not to exceed $50,000,000 in the aggregate at any time outstanding. (l) other unsecured Debt incurred after the Effective Date not to exceed $15,000,000 in the aggregate at any time outstanding. Notwithstanding anything contained in Section 9.02 to the contrary, in no event shall the Borrower permit the APL General Partner to incur, create, assume or suffer to exist any Debt other than Debt that is incidental to its performance as general partner of APL.

Debt. The Neither the Borrower will not, and will not permit nor any Subsidiary to, will incur, create, assume or suffer permit to exist any Debt, except: (a) the Notes The Loans or other Indebtedness arising under the Loan Documents Obligations or any guaranty of or suretyship arrangement for the Notes Loans or other Indebtedness arising under the Loan DocumentsObligations. (b) accounts (i) Debt of the Borrower and the Guarantors existing on the Closing Date and listed on Schedule 9.01, (ii) the Senior Subordinated Notes and Senior Subordinated Notes Guarantees issued on the Closing Date (including any notes and guarantees issued in exchange therefor in accordance with the registration rights document entered into in connection with the issuance of the Senior Subordinated Notes and Senior Subordinated Notes Guarantees) and (iii) any refinancings, refundings, renewals or extensions thereof; provided that (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith, (B) such refinancing Debt has a later or equal final maturity and longer or equal weighted average life than the Debt being renewed or refinanced and (C) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall, in the aggregate, not be materially less favorable to the Lenders than those contained in the Debt being renewed or refinanced. (c) Accounts payable and 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 which are not which, if greater than sixty (60) 90 days past the date of invoice or delinquent or which billing date, are being contested in good faith by appropriate action proceedings and for which reserves adequate reserves under GAAP shall have been maintained in accordance with GAAP. (c) Debt under Capital Leases not to exceed $500,000established therefor. (d) Debt associated with bonds or surety obligations required permitted by Governmental Requirements in connection with the operation of the Oil and Gas PropertiesSection 9.03(c). (e) intercompany Debt between arising from the Borrower and any Subsidiary honoring by a bank or between Subsidiaries to other financial institution of a check, draft or similar instrument inadvertently (except in the extent permitted by Section 9.05(g)case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided provided, however, that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one extinguished within five Business Days of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agentincurrence. (f) endorsements Debt of negotiable instruments the Borrower and its Subsidiaries under Hedging Agreements entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the operations of the Borrower and its Subsidiaries, including guarantees of any such Hedging Agreements. (g) Debt in respect of bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for collection the account of any Company in the ordinary course of business, including guarantees or obligations of any Company with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other than for an obligation for money borrowed). (h) Any guaranty by the Borrower or a Subsidiary of the Borrower of Debt of a Loan Party that is permitted under this Agreement. (i) Debt consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business. (gj) Debt existing on arising in connection with endorsement of instruments for deposit in the date hereof and disclosed to the Lenders on Schedule 9.02ordinary course of business. (hk) other DebtDebt in respect of Purchase Money Obligations and Capitalized Lease Obligations, including purchase-money obligationsand refinancings or renewals thereof, in an aggregate amount not to exceed $500,000 in the aggregate 20.0 million at any one time outstanding. (l) Debt assumed in connection with any Permitted Acquisition or of any Person that becomes a Subsidiary of the Borrower after the date hereof; provided that (i) such Debt exists at the time such Permitted Acquisition is consummated or such Person becomes a Subsidiary and is not created in contemplation of or in connection with the consummation of such Permitted Acquisition or such Person becoming a Subsidiary and (ii) the aggregate principal amount of Debt (other Debt approved than Capitalized Lease Obligations) permitted by this clause (l) shall not exceed $10.0 million at any time outstanding and the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionaggregate principal amount of Capitalized Lease Obligations permitted by this clause (l) shall not exceed $50.0 million at any time outstanding. (jm) Debt arising under Swap Agreements representing deferred compensation to employees of the Companies or similar arrangements (including, without limitation, Debt issued in connection with Restricted Payments permitted under Section 9.18 hereof9.04(d)). (n) Debt incurred in a Permitted Acquisition or a transaction permitted under Section 9.16 solely due to terms providing for the adjustment of a purchase price or similar adjustments. (o) other unsecured Debt in an aggregate principal amount not exceeding $10.0 million at any time outstanding.

Debt. The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty ninety (6090) 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. (cd) Debt of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including obligations under Capital Leases and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such asset prior to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that (i) such Debt is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed $500,0001,000,000. (de) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (ef) intercompany Debt between (i) the Borrower and the Parent and (ii) the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that (1) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than than, in the case of the Parent Loan, the Parent and otherwise, the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that (2) any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory set forth in the Guaranty Agreement, (3) any such Debt shall not have any scheduled amortization prior to April 19, 2011, (4) in the case of the Parent Loan, no payments may be made to the Administrative Agentextent that prior to and after giving effect to such payment, the Borrower would have unused Commitments of not less than 33% of the then available aggregate Commitments and (5) in the case of the Parent Loan, the Borrower will not make and the Parent will not accept any payments if an Event of Default is occurring and continuing or would result. (fg) endorsements of negotiable instruments for collection in the ordinary course of business. (gh) Debt existing on (other than for borrowed money) incurred in the date hereof and ordinary course of business in connection with Hydrocarbon transportation, Hydrocarbon purchasing or other similar arrangements, provided that such arrangements are disclosed to the Lenders on Schedule 9.02Administrative Agent. (hi) other Debt, including purchase-money obligations, Debt incurred in connection with vendor financing provided by Midland Pipe Corporation and its affiliates not to exceed $500,000 15,000,000 in the aggregate at any one time outstanding. (ij) other Debt approved by not to exceed $1,000,000 in the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionaggregate at any one time outstanding. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower Parent and the Borrowers will not, and will not permit any Subsidiary other Credit Party to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Credit Parties existing on the date hereof that is reflected in the Financial Statements. (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 business, of which no more than $5,000,000 (in the aggregate) are not greater than sixty ninety (6090) 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 $500,000. (d) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties.. CHAPARRAL ENERGY, L.L.C. SEVENTH RESTATED CREDIT AGREEMENT (e) intercompany Debt between the (i) any Borrower and any other Borrower, (ii) any Borrower and any Subsidiary that has executed and delivered a Guaranty Agreement and the Equity Interests of which have been pledged pursuant to a Pledge Agreement, or between Subsidiaries (iii) any Subsidiary that has executed and delivered a Guaranty Agreement and the Equity Interests of which have been pledged pursuant to a Pledge Agreement, and any other Subsidiary that has executed and delivered a Guaranty Agreement and the extent permitted by Section 9.05(g)Equity Interests of which have been pledged pursuant to a Pledge Agreement; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the a Borrower or one of its Wholly-Owned SubsidiariesSubsidiaries that has executed and delivered a Guaranty Agreement and the Equity Interests of which have been pledged pursuant to a Pledge Agreement, and, provided further, that any such Debt owed by either the a Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentGuaranty Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Permitted Bond Debt existing and guarantee obligations of any Credit Party in respect thereof; provided, that such guarantee obligations are on the date hereof terms and disclosed conditions satisfactory to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, not to exceed $500,000 in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (h) Taxes, assessments or other governmental charges which are not yet due or are being contested in good faith in accordance with Section 8.04(b). (i) Debt (other than in connection with a loan or lending transaction) incurred in the ordinary course of business for drilling, completing, leasing and reworking oil, gas and CO2 xxxxx or the treatment, distribution, transportation or sale of production therefrom; provided, however, such Debt shall not be deemed to refer to or include any long term debt. (j) Debt arising under of Real Estate obtained for purposes of (i) building expansion and the refinancing of existing Debt related to real estate at 000 Xxxxx Xxxx Xxxx., Xxxxxxxx Xxxx, Xxxxxxxx, and (ii) acquisitions of property for field offices, limited to no more than $17,250,000, in the aggregate, secured by real estate (and 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 any Credit Party in respect thereof; provided, however, such Debt is subject to Administrative Agent’s prior written approval of the terms and conditions of any lease of such 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. (k) any renewals or extensions of (but not increases in) any of the foregoing. (l) liabilities on any Swap Agreements Agreement permitted under Section 9.18 hereofhereunder, including those resulting from the requirements of, or compliance with, FASB 133 and FASB 143. (m) other Debt not to exceed $30,000,000 in the aggregate at any one time outstanding. CHAPARRAL ENERGY, L.L.C. SEVENTH RESTATED CREDIT AGREEMENT

Debt. The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the 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) accounts payable Debt of the Borrower and accrued expenses, liabilities or other obligations to pay its Restricted Subsidiaries existing on the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAPInitial Funding Date that is reflected on Schedule 9.02. (c) Debt under Capital Finance Leases and Purchase Money Debt not to exceed the greater of (i) $500,00040,000,000 and (ii) 5% of the Borrowing Base in the aggregate at any one time outstanding. (d) Debt associated with bonds bonds, guarantees, letters of credit or surety obligations required by Governmental Requirements or incurred in the ordinary course of business, in each case in connection with the operation of the Oil and Gas PropertiesProperties 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 between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g9.05(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 Restricted Subsidiaries, and, provided provided, further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentGuaranty Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Debt existing on constituting a guarantee by any Credit Party of any Debt incurred by another Credit Party so long as the date hereof and disclosed to the Lenders on Schedule incurrence of such Debt by such other Credit Party is otherwise permitted by this Section 9.02. (h) other Debt arising under Swap Agreements permitted by Section 9.13. (i) unsecured Specified Additional Debt; provided that (i) after giving effect to the incurrence of such Debt, including purchase-money obligations(A) no Event of Default shall have occurred and be continuing and (B) the Borrower is in compliance on a Pro Forma Basis with Section 9.01(a) and (b) for the Rolling Period or fiscal quarter, as applicable, most recently ended for which financial statements have been delivered pursuant to Section 8.01(a) or (b), (ii) such Debt does not have any scheduled principal payments until the date that is one hundred 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 adjustment and prepayment, (iv) to the extent such Debt is expressly subordinated in right of payment to the Indebtedness, such Debt shall be subject to a Subordination Agreement and (v) the Borrower shall have provided the notice required by Section 8.01(l). (j) Debt of any Person that becomes a Restricted Subsidiary of the Borrower after the Initial Funding Date, which Debt is existing at the time such Person becomes a Restricted Subsidiary of the Borrower (other than Debt incurred in contemplation of such Person’s becoming a Restricted Subsidiary of the Borrower); provided that the aggregate principal amount of all such Debt shall not exceed the greater of (i) $500,000 40,000,000 and (ii) 5% of the Borrowing Base in the aggregate at any one time outstanding. (k) Specified Additional Debt in the form of Junior Lien Debt in an aggregate principal amount not to exceed $125,000,000; provided that (i) after giving effect to the incurrence of such Debt, (A) no Event of Default shall have occurred and be continuing and (B) the Borrower is in compliance on a Pro Forma Basis with Section 9.01(a) and (b) for the Rolling Period or fiscal quarter, as applicable, most recently ended for which financial statements have been delivered pursuant to Section 8.01(a) or (b), (ii) such Debt does not have any scheduled principal payments until the date that is one hundred 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 adjustment and prepayment, (iv) such Debt is subject to an Intercreditor Agreement, which agreement shall provide that the Liens securing such Debt shall rank junior to the Lien securing the Indebtedness and (v) the Borrower shall have provided the notice required by Section 8.01(l). (l) other Debt approved by not otherwise permitted pursuant to this Section 9.02 not to exceed the Majority Lenders greater of (i) $15,000,000 and subordinated to Borrower's obligations to Lenders (ii) 2.50% of the Borrowing Base in a manner acceptable to Administrative Agent in its sole discretionthe aggregate at any one time outstanding. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The None of the Parent, the Borrower or any of their Subsidiaries will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the 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) 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 which are not greater than sixty ninety (6090) 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 $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 among the Parent, the Borrower and any Subsidiary of the Borrower’s Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower Parent or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by the Borrower to either the Borrower Parent or a Guarantor shall be subordinated to the Indebtedness owed by the Borrower or a Guarantor on terms satisfactory to set forth in the Administrative AgentGuarantee Agreement. (fd) endorsements of negotiable instruments for collection in the ordinary course of business. (ge) Existing Senior Notes and additional Senior Debt, provided that the principal amount of such additional Senior Debt existing on does not exceed $400,000,000, and any guarantees thereof; provided that (i) the Borrower shall have complied with Section 8.01(o), (ii) at the time of incurring such Senior Debt (1) no Default has occurred and is then continuing and (2) no Default would result from the incurrence of such Senior Debt after giving effect to the incurrence of such Senior Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (iii) the incurrence of such Senior 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, (iv) such Senior Debt does not have any scheduled amortization prior to the date hereof which is one year after the Maturity Date, (v) such Senior Debt does not mature sooner than the date which is one year after the Maturity Date and disclosed (vi) contemporaneously with the incurrence of such Debt (and any concurrent repayment of Existing Senior Notes), the Borrowing Base is adjusted pursuant to the Lenders on Schedule 9.02Section 2.07(e), if applicable. (hf) other Debt, including purchase-Capital Leases and purchase money obligationsDebt not to exceed $15,000,000 in the aggregate, not to exceed the lesser of $500,000 30,000,000 or 5% of the then effective Borrowing Base in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Parent Guarantor and the Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness Obligations arising under the Loan Documents. (b) accounts payable and accrued expenses, liabilities Debt under Capital Leases or other obligations to pay that constitutes Purchase Money Indebtedness; provided that the deferred purchase price sum of Property or services, from (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time to time incurred outstanding shall not exceed $50,000,000 in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAPaggregate. (c) intercompany Debt under Capital Leases not owing by the Borrower or any Guarantor to exceed $500,000the Borrower or any Guarantor. (d) Debt associated with bonds constituting a guaranty by Borrower or surety obligations required by Governmental Requirements in connection with the operation any other Credit Party of the Oil and Gas Propertiesother Debt permitted to be incurred under this Section 9.02. (e) intercompany Existing Senior Notes and related Existing Senior Notes Debt; provided that, solely with respect to Senior Notes and related Senior Note Debt between (other than the Existing Senior Notes) issued after the Effective Date, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower and is in pro forma compliance with Section 9.01.. (f) Debt that represents an extension, refinancing, or renewal of any Subsidiary of the Existing Senior Notes Debt or between Subsidiaries Debt issued pursuant to the extent permitted by Section 9.05(g9.02(hg) or (ji); provided that that, (i) the principal amount of such Debt is not held, assigned, transferred, negotiated or pledged to any Person increased (other than by the Borrower costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or one renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of its Wholly-Owned Subsidiaries, and, provided furtherdoubt, that any such increase in the principal amount of such Debt owed by either the Borrower or a Guarantor shall be deemed to be incurred under the preceding clause (e) and subject to Section 2.07(e) hereof), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Existing Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Existing Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Indebtedness on Obligations, then the terms satisfactory 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. Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt, (fiv) endorsements of negotiable instruments for collection such Debt is not guaranteed by or otherwise have recourse to any obligors not obligated on the Debt being refinanced and (iv) such Debt does not otherwise have a payment priority senior in any way to the ordinary course of businessDebt being refinanced. (g) other Debt existing so long as arising under the Term Loan Documents; provided that the aggregate principal amount of all such Debt described in this Section 9.02(g) at any one time outstanding does not exceed $50,000,000 in the aggregate amount of the Term Loan Exposure on the date hereof and disclosed Third Amendment Effective Date plus any increase in the principal amount due to the Lenders on Schedule 9.02interest paid in kind or capitalized. (h) other Debt, including purchase-money obligations, not to exceed $500,000 in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.the Term Loan Documents;

Debt. The Borrower will not, and will not permit any Subsidiary other Loan Party to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes Loans or other Indebtedness Secured Obligations arising under the Loan Documents or any Secured Swap Agreement or any guaranty of or suretyship arrangement for the Notes Loans or other Indebtedness Secured Obligations arising under the Loan Documents.Documents or any Secured Swap Agreement; (b) accounts payable Debt of any Loan Party under Purchase Money Security Interests and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (c) Debt under Capital Leases not to exceed $500,000.2,000,000; (dc) Debt associated with worker’s compensation claims, bonds or surety obligations required by Governmental Requirements or by third parties in the ordinary course of business in connection with the operation of of, or provision for the abandonment and remediation of, the Oil and Gas Properties.; (ed) intercompany (i) Debt between the Borrower and any Subsidiary or its Subsidiaries that are Loan Parties, (ii) Debt between the Subsidiaries of the Borrower which are Loan Parties, and (iii) Debt extended to the extent permitted Borrower and its Subsidiaries which are Loan Parties by Section 9.05(g)any other Loan Party; provided that (1) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiariesa Loan Party, and, provided further, that and (2) any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness Secured Obligations on terms satisfactory to set forth in the Administrative Agent.Guaranty Agreement; (fe) endorsements of negotiable instruments for collection in the ordinary course of business.; (f) obligations to royalty, overriding and working interest owners, joint interest obligations, trade payables and other lease operating expenses incurred in the ordinary course of business which are not more than ninety (90) days past due; (g) Debt existing on associated with appeal bonds and bonds or sureties provided to any Governmental Authority or to any other Person in connection with the date hereof operation of the Oil and disclosed Gas Properties, including with respect to plugging, facility removal and abandonment of the Lenders on Schedule 9.02.Oil and Gas Properties; (h) Debt in respect of Senior Unsecured Notes; provided that (i) after giving effect to the incurrence or issuance thereof, the Borrower shall be in compliance on a pro forma basis with the financial covenants, and (ii) the Borrowing Base shall be adjusted as set forth in Section 2.07(e), and the Borrower shall make any prepayment required by Section 3.04(c)(iii); (i) To the extent constituting Debt, obligations in respect of Swap Agreements; (j) other Debt, including purchase-money obligations, not to exceed $500,000 in the aggregate at any one time outstanding. , the greater of (i) $2,000,000 and (ii) 3% of the Borrowing Base existing at the time such Debt is incurred; and (k) any guarantee of any other Debt approved by the Majority Lenders and subordinated permitted to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionbe incurred hereunder. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Neither the Borrower nor any Restricted Subsidiary will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the 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) accounts payable Debt existing on the Closing Date which is disclosed in Schedule 9.01, and accrued expensesany renewals, liabilities extensions or refinancings (but not increases) thereof; (c) Debt (unrelated to Unrestricted Subsidiaries and other obligations to pay the deferred purchase price of Property or services, from time to time than for borrowed money) incurred in the ordinary course of business which in connection with Hydrocarbon transportation, Hydrocarbon purchasing or other similar arrangements, provided that such arrangements are not greater than sixty (60) days past disclosed to the date Agent and the costs of invoice or delinquent or which the financing related to such arrangements 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 incorporated into the Engineering Reports provided to exceed $500,000.the Agent; (d) Debt associated under Hedging Agreements with bonds a Lender or surety obligations required another counterparty rated BBB+ by Governmental Requirements in connection Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., or bxxxxx (xx the equivalent rating by another nationally recognized rating service), the notional amounts of which, with respect to commodity Hedging Agreements, do not exceed 80% of Borrower's anticipated oil and/or gas production from producing wells to be produced during the operation term of xxxx Hedging Agreements, entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the Oil Borrower's and Gas Properties.its Subsidiaries' operations; (e) intercompany So long as no Borrowing Base Deficiency has occurred which is continuing, additional Debt between (including, without limitation, guarantees of Debt of Unrestricted Subsidiaries) with an outstanding aggregate principal amount not at any time in excess of $250,000; (f) Debt approved in advance by the Borrower and any Subsidiary or between Subsidiaries to Majority Lenders secured by the extent Liens permitted by Section 9.05(g)clause (x) of the definition of "Excepted Liens"; provided that such Debt is not helddischarged within 180 days of the relevant acquisition or merger; (g) Debt approved in advance by the Majority Lenders secured by a pledge of investments in Unrestricted Subsidiaries permitted by clause (xii) of the definition of "Excepted Liens"; provided that such Debt is recourse solely to the investment so pledged; (h) loans and advances between the Restricted Subsidiaries, assigned, transferred, negotiated or pledged to any Person other than Restricted Subsidiary from the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either and to the Borrower or a Guarantor shall be from any Restricted Subsidiary; and (i) Debt approved in advance by the Majority Lenders which is subordinated to the Indebtedness on terms satisfactory to the Administrative Agent. Majority Lenders to the payment of the Indebtedness (f) endorsements of negotiable instruments for collection with the Borrowing Base in effect from time to time being reduced by an amount equal to any effect upon the Borrowing Base occasioned by such subordinated Debt in the ordinary course judgment of business. (g) Debt existing on the date hereof and disclosed to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, not to exceed $500,000 in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionLenders). (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the 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) accounts payable Debt of the Borrower and accrued expenses, liabilities or other obligations to pay its Restricted Subsidiaries existing on the deferred purchase price of Property or services, from time to time incurred date hereof that is reflected in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAPFinancial Statements. (c) Debt under Capital Leases not to exceed $500,00010,000,000 in the aggregate at any time outstanding. (d) Debt associated with workers’ compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (e) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Restricted Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentGuaranty Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Debt existing on under the date hereof Second Lien Notes and disclosed any guarantees thereof, the principal amount of which Debt does not exceed $100,000,000 in the aggregate (provided that, for the avoidance of doubt, the parties hereto agree that any issuance of Second Lien Notes after the Effective Date shall not reduce the Borrowing Base), and any refinancing or replacement thereof, subject to subordination provisions substantially as provided in the Lenders on Schedule 9.02Second Lien Notes as confirmed by Administrative Agent. (h) other Debt, including purchase-money obligations, Debt not to exceed $500,000 10,000,000 in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will not, and will not permit any Subsidiary toNot create, incur, create, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the other Loan Documents; (b) Debt secured by Liens permitted by Section 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 $5,000,000; (c) Debt consisting of Intercompany Notes made by Borrower to any other Loan Party or by any Loan Guarantor to Borrower; (d) Revolver Debt; provided that such Revolver Debt is subject to the Intercreditor Agreement and the Intercreditor Agreement in full force and effect. (e) Subordinated Debt; (f) Hedging Obligations entered into in Borrower’s or any Subsidiary’s ordinary course of business, or approved by the Agent, for bona fide hedging purposes and not for speculation; (g) Debt described on Schedule 11.1 and refinancings thereof or amendments or modifications thereof that do not have the effect of increasing the principal amount thereof (except for increases by any amount necessary to cover reasonable fees and expenses incurred in connection therewith) or changing the amortization thereof (other Indebtedness than to extend the same) and that are otherwise on terms and conditions no less favorable (except for any increase in interest or fee rates to then-market rates) to any Loan Party, Agent or any Lender, as determined by Agent, than the terms of the Debt being refinanced, amended or modified; (h) the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the Loan hereunder); (i) to the extent constituting Debt, Contingent Liabilities arising with respect to (A) indemnity agreements to title insurers to cause such title insurers to issue to Agent title insurance policies; (B) customary indemnification obligations in favor of (1) sellers in connection with Permitted Acquisitions and (2) purchasers in connection with Asset Dispositions; (C) Contingent Liabilities under the Loan Documents or Revolver Debt Documents; (D) other Contingent Liabilities not exceeding $3,500,000 in the aggregate at any guaranty time outstanding and (E) indemnification obligations under the Closing Date Security Agreement; (j) unfunded employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable Law; (k) Debt of a Subsidiary of Borrower acquired pursuant to a Permitted Acquisition (or suretyship arrangement for Debt of a Target assumed at the Notes time of a Permitted Acquisition of such Target); provided, that (i) such Debt was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition and (ii) the aggregate principal amount of all Debt permitted by this Section 11.1(l) shall not at any time outstanding exceed (i) $2,500,000 if at the time such Indebtedness is incurred Liquidity is less than $25,000,000, (ii) $5,000,000 if at the time such Indebtedness is incurred Liquidity is less than $50,000,000 but equal to or greater than $25,000,000, and (iii) $10,000,000 if at the time such Indebtedness is incurred Liquidity is equal to or greater than $50,000,000, in each case, after giving pro forma effect to the incurrence thereof; (l) Debt owed to any Person providing workers’ compensation, health, disability or other Indebtedness arising under the Loan Documents. (b) accounts payable and accrued expensesemployee benefits or property, liabilities casualty or other liability insurance, pursuant to reimbursement or indemnification obligations to pay the deferred purchase price of Property or servicessuch Person, from time to time in each case incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.business; (cm) Debt under Capital Leases not to exceed $500,000. (d) Debt associated with of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds or surety obligations required by Governmental Requirements and similar obligations, in connection with the operation of the Oil and Gas Properties. (e) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); each case provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agent. (f) endorsements of negotiable instruments for collection in the ordinary course of business.; (g) Debt existing on the date hereof and disclosed to the Lenders on Schedule 9.02. (hn) other Debt, including purchase-money obligations, Debt not to exceed $500,000 5,000,000 at any time, to the extent subordinated in right of payment to the Obligations on terms and conditions reasonably satisfactory to Agent; (o) secured Debt which is junior in lien priority to the Obligations on terms and conditions reasonably satisfactory to Agent not to exceed $1,875,000 at any time; and (p) other unsecured Subordinated Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $3,500,000. For purposes of determining compliance with this Section 11.1, in the aggregate at event that an item of Debt or any portion thereof meets the criteria of more than one time outstanding. (i) other Debt approved by of the Majority Lenders and subordinated to exceptions described above, Borrower's obligations to Lenders in a manner acceptable to Administrative Agent , in its sole discretion, may classify, and from time to time may reclassify, all or any portion of such item of Debt between or among such exceptions in any manner such that the item of Debt would be permitted to be created or incurred at the time of such classification or reclassification, as applicable. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Neither the Borrower will not, and will not permit nor any Subsidiary to, will incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.; (b) Debt of the Borrower existing on the Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable and 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 which are not which, if greater than sixty (60) 90 days past the date of invoice or delinquent or which billing date, are being contested in good faith by appropriate action and for which proceedings if reserves adequate reserves under GAAP shall have been maintained in accordance with GAAP. (c) Debt under Capital Leases not to exceed $500,000.established therefor; (d) Debt under capital leases (as required to be reported on the financial statements of the Borrower pursuant to GAAP) not to exceed $250,000; (e) Debt associated with guaranties, sureties and bonds issued by the Borrower or surety any Subsidiary, in the ordinary course of its business, of obligations required by Governmental Requirements of others (other than for borrowed money) incurred in connection with Hydrocarbon transportation, Hydrocarbon purchasing or other similar programs or operations, provided that such operations are disclosed to the operation Agent and the costs of the financing related to such operations are incorporated into the Engineering Reports provided to the Agent; (f) Non-Recourse Debt arrangements on any Property of the Borrower or any Subsidiary which is not included in the determination of the Borrowing Base; and (g) Debt of the Borrower under Hedging Agreements with a Lender or another investment grade counterparty rated A or higher by Standard & Poors Corporation or P2 or higher by Xxxxx'x Investors Service, Inc., the notional amounts of which do not exceed 80% of Borrower's anticipated oil and/or gas production from producing xxxxx to be produced for a period of 24 months, entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the Borrower's and its Subsidiaries' operations; and (h) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower or any of its Subsidiaries with respect to plugging, facility removal and abandonment of its Oil and Gas Properties. (e) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agent. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Debt existing on the date hereof and disclosed to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, not to exceed $500,000 in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes 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 Notes, the Loans or other Indebtedness arising under the Loan DocumentsDocuments or any Swap Agreement with a Secured Swap Provider. (b) accounts payable Debt of the Borrower and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past its Restricted Subsidiaries existing on 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 GAAPhereof 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) $500,0001,000,000 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. (de) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (ef) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided provided, further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentGuaranty Agreement. (fg) endorsements of negotiable instruments for collection in the ordinary course of business. (gh) Debt existing on incurred in connection with the date hereof and disclosed to financing of insurance premiums in the Lenders on Schedule 9.02ordinary course of business. (hi) 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 does not have any scheduled principal payments, mandatory redemption (except as a result of a change of control or asset sale so long as any rights of the 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 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 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 the Borrower in good faith), and (vii) no Subsidiary of the Borrower (other than a Guarantor) is an obligor under such Debt; (j) other Debt, including purchase-money obligations, Debt not to exceed exceed, in the case of this clause (j), the greater of (i) $500,000 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 outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will not, and will not permit any Subsidiary other Loan Party to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes Loans or other Indebtedness Secured Obligations arising under the Loan Documents or any Secured Swap Agreement or any guaranty of or suretyship arrangement for the Notes Loans or other Indebtedness Secured Obligations arising under the Loan Documents.Documents or any Secured Swap Agreement; (b) accounts payable Debt of any Loan Party under Purchase Money Security Interests and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (c) Debt under Capital Leases not to exceed $500,000.2,000,000; (dc) Debt associated with worker’s compensation claims, bonds or surety obligations required by Governmental Requirements or by third parties in the ordinary course of business in connection with the operation of of, or provision for the abandonment and remediation of, the Oil and Gas Properties.; (ed) intercompany (i) Debt between the Borrower and any Subsidiary or its Subsidiaries that are Loan Parties, (ii) Debt between the Subsidiaries of the Borrower which are Loan Parties, and (iii) Debt extended to the extent permitted Borrower and its Subsidiaries which are Loan Parties by Section 9.05(g)any other Loan Party; provided that (1) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiariesa Loan Party, and, provided further, that and (2) any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness Secured Obligations on terms satisfactory to set forth in the Administrative Agent.Guaranty Agreement; (fe) endorsements of negotiable instruments for collection in the ordinary course of business.; (f) obligations to royalty, overriding and working interest owners, joint interest obligations, trade payables and other lease operating expenses incurred in the ordinary course of business which are not more than ninety (90) days past due; (g) Debt existing on associated with appeal bonds and bonds or sureties provided to any Governmental Authority or to any other Person in connection with the date hereof operation of the Oil and disclosed Gas Properties, including with respect to plugging, facility removal and abandonment of the Lenders on Schedule 9.02.Oil and Gas Properties; (h) Debt in respect of Senior Unsecured Notes; provided that (i) after giving effect to the incurrence or issuance thereof, the Borrower shall be in compliance on a pro forma basis with the financial covenants, (ii) the Borrowing Base shall be adjusted as set forth in Section 2.07(e), and the Borrower shall make any prepayment required by Section 3.04(c)(iii); (i) To the extent constituting Debt, obligations in respect of Swap Agreements; (j) other Debt, including purchase-money obligations, not to exceed $500,000 3,000,000 in the aggregate at any one time outstanding.; (ik) any guarantee of any other Debt approved by the Majority Lenders and subordinated permitted to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion.be incurred hereunder; (jl) Debt arising in respect of the Second Lien Notes (including Permitted Refinancing Debt thereof) that is subject to the terms of the Second Lien Intercreditor Agreement; provided that after giving effect to the incurrence or issuance thereof, the Borrower shall be in compliance on a pro forma basis with the financial covenants; and (m) obligations in respect of any Borrower Preferred Units so long as such obligations are not classified as debt under Swap Agreements GAAP or no mandatory redemption payment is then due; provided, however, even if such Issuer Preferred Units are classified as debt under GAAP or a mandatory redemption payment is due thereunder (“Reclassified Units”), such Reclassified Units shall still be deemed permitted under this Section 9.18 hereof9.02(m) as long as the Borrower is in pro forma compliance with Section 9.01 measured upon giving effect to such Reclassified Units.

Debt. The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected on Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) 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. (cd) Debt under Capital Leases or Purchase Money Debt not to exceed $500,0002,500,000 in the aggregate at any time outstanding. (de) Debt associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations required by Governmental Requirements Law or third parties in connection with the operation of the Oil Loan Parties’ Properties and Gas Propertiesotherwise in the ordinary course of business. (ef) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned SubsidiariesSubsidiaries except pursuant to the Loan Documents, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agent. (f) endorsements of negotiable instruments for collection set forth in the ordinary course of businessGuaranty Agreement. (g) Debt existing on resulting from the date hereof and disclosed to endorsement of negotiable instruments in the Lenders on Schedule 9.02ordinary course of business or arising from the honoring of a check, draft or similar instrument presented by the Borrower or any Restricted Subsidiary in the ordinary course of business against insufficient funds. (h) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not constituting an Event of Default. (i) Debt of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower or any Restricted Subsidiary, or is merged or consolidated with or into the Borrower or any Restricted Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of such event, (ii) neither the Borrower nor any of the Restricted Subsidiaries shall be liable for such Debt, including purchase-money obligations(iii) the Borrower is in Pro Forma Compliance with the covenants contained in Section 9.01, (iv) the principal amount of such Debt does not to exceed $500,000 1,000,000 in the aggregate at any one time outstanding. , and (iv) other any such Debt approved by has a maturity date not sooner than 180 days after the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionMaturity Date. (j) Debt arising under Swap Agreements incurred by the entering into of any guarantee of, or into another contingent obligation with respect to, other Debt or other liability of any other Person (other than another Loan Party) to the extent such Debt is permitted under Section 9.18 hereof9.05. (k) other unsecured Debt incurred after the date of this Agreement not to exceed $5,000,000 in the aggregate at any time outstanding. Notwithstanding anything contained in Section 9.02 to the contrary, in no event shall the Borrower permit the APL General Partner to incur, create, assume or suffer to exist any Debt other than Debt that is incidental to its performance as general partner of APL.

Debt. The Borrower Parent Guarantor will not, and will not permit any Subsidiary Credit Party to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or Loans and any other Indebtedness arising under the Loan Documents or Secured Obligations and any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documentsin respect thereof. (b) accounts payable (i) Debt of the Parent Guarantor and accrued expensesthe Credit Parties (including any outstanding commitments for such Debt) existing on the date hereof that is reflected in the Financial Statements, liabilities in the financial statements described in Section 7.04(b) or other in Schedule 9.02 and (ii) the Existing Senior Notes and any Permitted Refinancing Debt in respect thereof. (c) obligations to pay the deferred purchase price of Property or servicesservices (including the provision of services pursuant to drilling contracts), from time to time incurred in the ordinary course of business which are not greater than sixty ninety (6090) 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 $500,000. (d) Debt associated with bonds or surety obligations (i) required in connection with self-insurance or the performance of contracts or (ii) required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (e) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries Credit Parties to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiariesa Credit Party, and, provided further, that any such Debt for borrowed money owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness Secured Obligations on terms satisfactory to set forth in the Administrative AgentGuaranty and Collateral Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business and Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, in each case, so long as such Debt is extinguished within 5 Business Days of the incurrence thereof. (g) Permitted Additional Senior Notes issued by the Parent Guarantor, the Borrower or any Guarantor and any guarantees of such Debt existing by the Parent Guarantor, the Borrower or any other Guarantor, provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt upon giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) other than any Existing Senior Notes, such Debt does not have any scheduled amortization prior to ninety-one days after the Maturity Date, (iii) other than any Existing Senior Notes, such Debt does not mature sooner than one year after the Maturity Date, (iv) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies, (v) if the Facility is subject to a Borrowing Base, the Borrowing Base is reduced pursuant to Section 2.07(e) and prepayment is made to the extent required by Section 3.04(c)(iii) and (vi) at the time such Permitted Additional Senior Notes are incurred, the Fixed Charge Coverage Ratio (as defined in the Fifth Supplemental Indenture dated December 27, 2017, among the Parent Guarantor, the guarantors party thereto and the Bank of New York Mellon Trust Company, N.A., as Trustee) for the Parent Guarantor’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date hereof on which such Permitted Additional Senior Notes are incurred would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the Permitted Additional Senior Notes had been incurred at the beginning of such four-quarter period; and disclosed to the Lenders on Schedule 9.02any Permitted Refinancing Debt in respect thereof. (h) other DebtDebt secured by Liens permitted under Section 9.03(d), including purchase-money obligations, not subject to exceed $500,000 in the aggregate at any one time outstandingpro forma compliance with Section 9.01. (i) other Debt approved in the form of guaranties by the Majority Lenders Parent Guarantor, the Borrower or any Guarantor of Debt of (A) other Credit Parties permitted under this Section 9.02 and subordinated (B) other Subsidiaries to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionthe extent an Investment would be permitted under Section 9.05(g)(iii). (j) Debt owed to insurance companies for premiums on policies required by Section 8.06. (k) other Debt not to exceed, at the time of incurrence thereof, the greater of $500,000,000 and 4.0% of the Parent Guarantor’s consolidated total assets. (l) Debt arising under Swap Treasury Management Agreements in the ordinary course of business. (m) Permitted Acquired Debt. (n) Debt secured by Liens permitted under Section 9.18 hereof9.03 (other than Section 9.03(d)). (o) Debt incurred by the Parent Guarantor or any of the other Credit Parties arising from agreements providing for indemnification, adjustment of purchase price or similar obligations in connection with permitted dispositions of any business, assets or Subsidiary of the Parent Guarantor or any of the other Credit Parties. (p) Debt of any Foreign Subsidiary, provided that the aggregate principal amount of all Debt permitted under this clause shall not exceed, at the time of incurrence thereof, $25,000,000. (q) Permitted Refinancing Debt with respect to Debt permitted under Section 9.02(b)(i), Debt permitted under Section 9.02(n) and Debt permitted under this clause (q), and any guaranty obligations in respect of any of the foregoing.

Debt. The Parent, OP LLC, the Borrower will not, and will not permit any Subsidiary of their respective Subsidiaries to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and the Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than 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. (cd) Debt under Capital Leases not to exceed $500,00010,000,000. (de) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (ef) intercompany Debt between the Parent, OP LLC, the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent, OP LLC, the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that (ii) any such Debt owed by either the Parent, OP LLC, the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory set forth in the Guaranty and Security Agreement and (iii) any such Debt shall not have any scheduled amortization prior to the Administrative AgentAugust 5, 2018. (fg) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Debt existing on the date hereof and disclosed to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, Debt (excluding Debt of Foreign Subsidiaries) not to exceed $500,000 10,000,000 in the aggregate at any one time outstanding. (i) Debt of Foreign Subsidiaries to non-Affiliated Persons that is not secured by liens on any property of, not guaranteed by and not other Debt approved by otherwise of recourse to the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionBorrower or any Guarantor. (j) unsecured Senior Notes of the Parent and any guarantees thereof and any unsecured Permitted Refinancing Debt arising under Swap Agreements permitted under and any guarantees thereof; provided that (i) the Borrower shall have complied with Section 9.18 hereof8.01(r), (ii) at the time of incurring such Senior Notes or Permitted Refinancing Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (iii) on the same day as the incurrence of such Debt (or in the case of Permitted Refinancing Debt, on the Reduction Date), the Borrowing Base shall be adjusted to the extent required by Section 2.07(e) and prepayment is made to the extent required by Section 3.04(c)(iv) and no Borrowing Base Deficiency would then exist after giving effect to such adjustment and prepayment, (iv) such Senior Notes or Permitted Refinancing Debt, as applicable, do not have any scheduled principal amortization prior to the date which is one year after the Maturity Date, (v) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date which is one year after the Maturity Date, (vi) such Senior Notes or Permitted Refinancing Debt and any guarantees thereof are on terms, taken as a whole, at least as favorable to the Borrower and the Guarantors as market terms for issuers of similar size and credit quality given the then prevailing market conditions as determined by the Administrative Agent and (vii) such Senior Notes or Permitted Refinancing Debt do not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions) which would require a mandatory prepayment or redemption in priority to the Indebtedness; provided that if such Senior Notes are issued to finance all or a portion of a direct or indirect acquisition of Oil and Gas Properties, such Senior Notes may contain mandatory prepayment or redemption provisions providing for the repayment or redemption of such Senior Notes in the event that such acquisition is not consummated by a certain date in an amount not to exceed the principal amount of such Senior Notes and any accrued interest thereon through the prepayment or redemption date.

Debt. The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty one hundred twenty (60120) 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. (cd) Debt under Capital Leases not to exceed $500,00035,000,000. (de) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (ef) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to set forth in the Administrative AgentGuaranty Agreement. (fg) endorsements of negotiable instruments for collection in the ordinary course of business. (gh) Permitted Debt, the principal amount of which does not exceed $300,000,000 and any guarantees thereof; provided that (i) the Borrower shall have furnished to the Administrative Agent and the Lenders, not less than ten Business Days prior written notice of its intent to incur such Permitted Debt, the amount thereof, and the anticipated closing date, together with copies of drafts of the material definitive documents therefor and, when completed, copies of the final versions of such material definitive documents, (ii) at the time of incurring such Permitted Debt existing on (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Permitted Debt after giving effect to the incurrence of such Permitted Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (iii) the incurrence of such Permitted Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding the Borrowing Base then in effect, (iv) such Permitted Debt does not have any scheduled amortization prior to the date hereof which is one year after the Maturity Date, (v) such Permitted Debt does not mature sooner than the date which is one year after the Maturity Date, (vi) such Permitted Debt and disclosed any guarantees thereof are subordinated on terms satisfactory to the Administrative Agent and the Super-Majority Lenders on Schedule 9.02and (vii) prior to the incurrence of such Debt, the Borrowing Base is adjusted pursuant to Section 2.07(e). (hi) other Debt, including purchase-money obligations, Debt not to exceed $500,000 35,000,000 in the aggregate at any one time outstanding. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower will not, and nor will not it permit any Subsidiary of the Borrower to, incur, create, assume or suffer permit to exist any Debt, except: (a) Debt to the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under Lenders pursuant to the Loan Documents.; (b) accounts payable Debt described on Schedule 9.9 to the Disclosure Letter and accrued expensesany 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; (i) Debt of a Subsidiary Guarantor owed to the Borrower or another Subsidiary Guarantor; provided that such Debt must according to its terms be fully subordinate in all respects to any of such Subsidiary Guarantor’s indebtedness, liabilities or other obligations to pay the deferred purchase price Agent and the Lenders pursuant to any Loan Document; (ii) Debt between Subsidiaries that are not Subsidiary Guarantors; and (iii) Debt of Property any Subsidiary that is not a Subsidiary Guarantor owed to the Borrower or services, from time a Subsidiary Guarantor to time the extent the related loan or advance was permitted under Section 11.5(b) or 11.5(c); (d) Guarantees and other Debt incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action with respect to surety and for which adequate reserves have been maintained in accordance with GAAP. (c) Debt under Capital Leases not to exceed $500,000. (d) Debt associated with bonds or surety appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations required by Governmental Requirements in connection with the operation including those of the Oil and Gas Properties.type described in Section 11.2(f); (e) intercompany Debt between the Borrower constituting purchase money Debt (including Capital Lease Obligations) and any Subsidiary or between Subsidiaries to the extent secured by purchase money Liens permitted by Section 9.05(g11.2(g), provided upon the incurrence of any such Debt, the aggregate principal amount of all Debt outstanding under this Section 11.1(e) shall not exceed an amount equal to the greater of (x) $250,000,000 and (y) twenty percent (20.0%) of the Borrower’s Tangible Net Worth at such time; provided that and any extensions, renewals or refinancings of such Debt is so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not heldexceed the principal amount of such Debt which was outstanding immediately prior to such renewal, assigned, transferred, negotiated extension or pledged to refinancing and (ii) such Debt shall not be secured by any Person assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing (f) Debt of the type described in clause (l) of the definition of Debt, such Debt, in aggregate principal or principal equivalent amount, not to exceed at any time an amount equal to twenty percent (20.0%) of the Borrower’s Tangible Net Worth; (g) Debt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or one any Subsidiary of its Wholly-Owned Subsidiaries, and, provided further, that the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt owed secured by either the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) 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 Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Guarantor shall be subordinated to Subsidiary of the Indebtedness on terms satisfactory to the Administrative Agent.Borrower; (fk) endorsements Debt consisting of negotiable instruments for collection letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations) incurred in the ordinary course of business.; (gl) Guarantees of Debt existing on the date hereof and disclosed to the Lenders on Schedule 9.02.extent such Debt is otherwise permitted by this Section 11.1; (hm) other Debt, including purchase-money obligations, not in addition to exceed $500,000 the Debt described in the aggregate at any one time outstanding. foregoing clauses (a) through (l), other Debt of the Borrower and the Guarantors; provided that (i) at the time of incurrence of such Debt, the Borrower shall be 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 approved of Subsidiaries of the Borrower that are not Guarantors which does not exceed 10 percent (10.0%) of the Borrower’s Tangible Net Worth in aggregate principal amount at any time outstanding; provided that to the extent such Debt is secured, such Liens are permitted by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionSection 11.2(n). (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. The Borrower It will not, and will not permit any Restricted Subsidiary to, incurdirectly or indirectly, create, assume incur, guarantee or suffer to exist any Debt, except: (a) the Notes or other Indebtedness Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness Obligations arising under the Loan Documents.; (b) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course Ordinary Course of business which are Business to the extent, in each case, not greater past due for more than sixty (60) days past after the date of invoice on which such accounts payable, accrued expenses, liabilities or delinquent other obligations were created or which are incurred unless 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 $500,000.Permitted Purchase Money Debt; (d) Debt associated with arising from performance or appeal bonds or surety obligations required by Governmental Requirements Applicable Law in connection with the operation of the Oil Properties of any Borrower or any Restricted Subsidiary and Gas Properties.in the Ordinary Course of Business; (e) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g10.2.4(d) and with respect to Foreign Subsidiaries, Section 10.2.4(k), (i) intercompany Debt between the Borrowers, between any Borrower and any Restricted Subsidiary (other than Excluded Subsidiaries) or between Restricted Subsidiaries (other than Excluded Subsidiaries); provided, that all such Debt (other than sales of Hydrocarbons in the Ordinary Course of Business) shall be (A) evidenced by a master intercompany note, in form and substance reasonably satisfactory to Administrative Agent (the “Intercompany Note”), and (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, PHR or any Future Intermediation Subsidiary, provided that such Debt is not heldevidenced by the Intercompany Note to which such Excluded Subsidiary, assigned, transferred, negotiated PHR or pledged 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 Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory to the Administrative Agent.Restricted Subsidiary, provided that such Debt is evidenced by an Intercompany Note; (f) endorsements Debt incurred in connection with Environmental and Necessary Capex in an amount not to exceed the greater of negotiable instruments for collection $50,000,000 and 2.0% of Consolidated Net Tangible Assets (as defined in the ordinary course of business.Secured Note Indenture) at the time incurred, at any time outstanding in the aggregate; (g) Debt existing 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 date hereof and disclosed Closing Date pursuant to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, Secured Notes Indenture in an aggregate principal amount not to exceed $500,000 300,000,000, (ii) Debt constituting Pari Passu Lien Hedge Agreements (as defined in and permitted under the aggregate at any one time outstanding.Secured Notes Indenture) and guarantees thereof and (iii) Debt with respect to Secured Notes issued after the Closing Date, subject to such Secured Notes being permitted under the Secured Notes Indenture; (i) other Debt approved by Borrowed Money set forth on Schedule 10.2.1(i), but only to the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion.extent outstanding on the Closing Date; (j) Debt with respect to Bank Products incurred in the Ordinary Course of Business; provided that any Bank Products constituting Hedging Agreements are permitted by Section 10.2.13; (k) Debt that is in existence when a Person becomes a Restricted Subsidiary or that is secured by an asset (other 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 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 exceed $10,000,000; (l) Permitted Contingent Obligations; (m) 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 Intermediation Facility on substantially the same terms as its unsecured guarantee of the X. Xxxx Intermediation Agreement in effect 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), 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 Swap Agreements any Sale and Leaseback Transaction in an aggregate principal amount not to exceed the greater of (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 extent otherwise permitted under Section 9.18 hereofhereunder, the principal amount of any such Debt is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension and the direct and contingent obligors with respect to such Debt are not changed.

Debt. The Parent, OP LLC, the Borrower will not, and will not permit any Subsidiary of their respective Subsidiaries to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and the Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than 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. (cd) Debt under Capital Leases not to exceed $500,00010,000,000. (de) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (ef) intercompany Debt between the Parent, OP LLC, the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent, OP LLC, the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that (ii) any such Debt owed by either the Parent, OP LLC, the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms satisfactory set forth in the Guaranty and Security Agreement and (iii) any such Debt shall not have any scheduled amortization prior to the Administrative AgentAugust 5, 2018. (fg) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Debt existing on the date hereof and disclosed to the Lenders on Schedule 9.02. (h) other Debt, including purchase-money obligations, Debt (excluding Debt of Foreign Subsidiaries) not to exceed $500,000 10,000,000 in the aggregate at any one time outstanding. (i) Debt of Foreign Subsidiaries to non-Affiliated Persons that is not secured by liens on any property of, not guaranteed by and not other Debt approved by otherwise of recourse to the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretionBorrower or any Guarantor. (j) unsecured Senior Notes of the Parent and any guarantees thereof; provided that (i) the Borrower shall have complied with Section 8.01(r), (ii) at the time of incurring such Senior Notes (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Senior Notes after giving effect to the incurrence of such Senior Notes (and any concurrent repayment of Debt arising under Swap Agreements permitted under with the proceeds of such incurrence, if any), (iii) on the same day as the incurrence of such Debt, the Borrowing Base shall be adjusted to the extent required by Section 9.18 hereof2.07(e) and prepayment is made to the extent required by Section 3.04(c)(iv) and no Borrowing Base Deficiency would then exist after giving effect to such adjustment and prepayment, (iv) such Senior Notes do not have any scheduled principal amortization prior to the date which is one year after the Maturity Date, (v) such Senior Notes does not mature sooner than the date which is one year after the Maturity Date, (vi) such Senior Notes and any guarantees thereof are on terms, taken as a whole, at least as favorable to the Borrower and the Guarantors as market terms for issuers of similar size and credit quality given the then prevailing market conditions as determined by the Administrative Agent and (vii) such Senior Notes do not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions) which would require a mandatory prepayment or redemption in priority to the Indebtedness.

Debt. The Borrower will shall not, and will shall not permit any Subsidiary of its Subsidiaries to, at any time create, incur, create, assume or suffer to exist any Debt, except: (ai) the Notes or other Indebtedness arising Debt under the Loan Documents or in respect of any guaranty of the other Obligations; (ii) Debt (including, without limitation, letters of credit) on account of any demand, request or suretyship arrangement requirement of any Official Body for the Notes any surety bond, letter of credit or other Indebtedness arising under the Loan Documents. (b) accounts payable financial assurance pursuant to any Mining Laws, Reclamation Laws or Environmental Health and accrued expensesSafety Laws, liabilities or other obligations to pay the deferred purchase price of Property or servicesany related Permit, from time to time incurred in each case, in the ordinary course of business which are or pursuant to self-insurance obligations and 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 $500,000. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation borrowing of money or the obtaining of advances; (iii) Debt of the Oil Borrower constituting (A) unsecured senior or senior subordinated debt securities, (B) debt securities that are secured by a Lien ranking junior to the Liens securing the Obligations or (C) debt securities that are secured by a Lien ranking pari passu with the Liens securing the Obligations in an aggregate principal amount, which when all amounts under clauses (A), (B) and Gas Properties. (eC) intercompany above are added to the aggregate principal amount of all the other Incremental Debt between outstanding does not exceed the Incremental Debt Cap (such Debt, the “Incremental Notes”); provided that (1) with respect to Debt of the Borrower incurred under clause (C) hereof, (x) the final stated maturity of such Debt shall not be sooner than the Latest Maturity Date at the time such Incremental Notes are issued, (y) the Weighted Average Life to Maturity of such Debt is greater than or equal to the Weighted Average Life to Maturity of each Class of Term Loans then in effect and (z) such Debt shall not be subject to any Subsidiary mandatory prepayment, repurchase or between Subsidiaries redemption provisions, unless the prepayment, repurchase or redemption of such Debt is accompanied by the prepayment of a pro rata portion of the outstanding principal of the Term Loans hereunder pursuant to Section 5.06 hereof, (2) with respect to Debt of the Borrower incurred under clause (A) or (B) hereof, (x) the final stated maturity of such Debt shall not be sooner than the Latest Maturity Date at the time such Incremental Notes are issued, (y) the Weighted Average Life to Maturity of such Debt is greater than the Weighted Average Life to Maturity of each Class of Term Loans then in effect and (z) such Debt does not have scheduled amortization or payments of principal and shall not be subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (other than pursuant to customary asset sale, event of loss, excess cash flow (provided that such excess cash flow sweep does not require the application of any excess cash flow that would otherwise be required to be applied to the prepayment of the Term Loans pursuant to Section 5.06(b)(iv) hereof) or change of control prepayment provisions and a customary acceleration right after an event of default, in each case, to the extent permitted by under Section 9.05(g8.02(i); provided that ), in each case prior to the Latest Maturity Date at the time such Debt is incurred, (3) no Default or Event of Default (or no Default or Event of Default under Section 9.01(a), 9.01(k) or 9.01(l) in the event that such Incremental Notes are used to fund a Limited Condition Acquisition) shall have occurred or be continuing at the time of occurrence of such Debt or would result therefrom, (4) to the extent secured, (x) such Debt shall not held, assigned, transferred, negotiated or pledged to be secured by a Lien on any Person other than asset of the Borrower and its Subsidiaries that does not also secure the Obligations and (y) such Debt shall be subject to a pari passu or one junior lien intercreditor agreement, as applicable, on terms reasonably acceptable to the Administrative Agent, (5) to the extent guaranteed, such Debt shall not be guaranteed by a Subsidiary that is not a Guarantor of its Wholly-Owned Subsidiaries, the Obligations (and, provided furtherfor the avoidance of doubt, that any the guarantee of such Debt owed by either the Borrower or a Guarantor shall be subordinated in accordance with this clause (iii) is permitted) and (6) to the Indebtedness extent subordinated, such Debt must be on subordination terms reasonably satisfactory to the Administrative Agent.; (fiv) endorsements Debt of negotiable instruments the Borrower constituting (A) unsecured senior or senior subordinated debt securities, (B) debt securities that are secured by a Lien ranking junior to the Liens securing the Obligations or (C) debt securities that are secured by a Lien ranking pari passu with the Liens securing the Obligations in an aggregate principal amount, which constitutes a Permitted Refinancing of some or all of the Term Loans incurred hereunder and has an aggregate principal amount which does not exceed the principal amount of the Term Loans hereunder which are being so refinanced except with respect to any Permitted Refinancing Increase (such Debt, the “Refinancing Notes”); provided that (1) with respect to Refinancing Notes incurred under clause (C) hereof, (x) the final stated maturity of such Refinancing Notes shall not be sooner than the maturity date of the Term Loans being refinanced, (y) the Weighted Average Life to Maturity of such Refinancing Notes is greater than or equal to the Weighted Average Life to Maturity of the Term Loans being refinanced and (z) such Refinancing Notes shall not be subject to any mandatory prepayment, repurchase or redemption provisions, unless the prepayment, repurchase or redemption of such Debt is accompanied by the prepayment of a pro rata portion of the outstanding principal of the Term Loans hereunder pursuant to Section 5.06 hereof, (2) with respect to Refinancing Notes incurred under clause (A) or (B) hereof, (x) the final stated maturity of such Refinancing Notes shall not be sooner than the maturity date of the Term Loans being refinanced, (y) the Weighted Average Life to Maturity of such Refinancing Notes is greater than the Weighted Average Life to Maturity of the Term Loans being refinanced and (z) such Refinancing Notes do not have scheduled amortization or payments of principal and shall not be subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (other than pursuant to customary asset sale, event of loss, excess cash flow (provided that such excess cash flow sweep does not require the application of any excess cash flow that would otherwise be required to be applied to the prepayment of the Term Loans pursuant to Section 5.06(b)(iv) hereof) or change of control prepayment provisions and a customary acceleration right after an event of default, in each case, to the extent permitted under Section 8.02(i)), in each case prior to the Latest Maturity Date at the time such Refinancing Notes are incurred, (3) no Default or Event of Default shall have occurred or be continuing at the time of occurrence of such Refinancing Notes or would result therefrom, (4) to the extent secured, (x) such Debt shall not be secured by a Lien on any asset of the Borrower and its Subsidiaries that does not also secure the Obligations and (y) such Debt shall be subject to a pari passu or junior lien intercreditor agreement, as applicable, on terms reasonably acceptable to the Administrative Agent, (5) to the extent guaranteed, such Debt shall not be guaranteed by a Subsidiary that is not a Guarantor of the Obligations (and, for collection the avoidance of doubt, the guarantee of such Debt in accordance with this clause (iv) is permitted), (6) to the extent subordinated, such Debt must be on subordination terms reasonably satisfactory to the Administrative Agent and (7) the proceeds of such Refinancing Notes (other than proceeds of such Refinancing Notes that are used to fund a Permitted Refinancing Increase (as set forth in clauses (a) and (b) of the definition of such term) in connection with such Refinancing Notes) shall be applied, on a dollar-for-dollar basis, substantially concurrently with the incurrence thereof, to the prepayment of the Term Loans being refinanced; (v) (A) Debt of any Loan Party payable to any other Loan Party (including Disqualified Equity Interests issued to any Loan Party), it being understood and agreed that such Debt (other than Disqualified Equity Interests) is subordinated to the Obligations of the Loan Parties under the Loan Documents, (B) Debt of any Non-Guarantor Subsidiary payable to any other Non-Guarantor Subsidiary, (C) loans or guaranties from any Non-Guarantor Subsidiary to any Loan Party, it being understood and agreed that such Debt is subordinated to the Obligations of the Loan Parties under the Loan Documents, and (D) Debt of any Non-Guarantor Subsidiary payable to any Loan Party to the extent such Debt would constitute a permitted Investment under Section 8.02(k)(xvi); (vi) Debt of the Borrower and its Subsidiaries existing on the Closing Date and included on Schedule 8.02(a) and any Permitted Refinancings thereof; (vii) Debt of the Borrower or any Subsidiary of the Borrower under a letter of credit facility in an aggregate face amount, when combined with the aggregate amount of Debt permitted pursuant to Section 8.02(a)(xi), not to exceed in the aggregate the greater of $300,000,000 and 16.50% of Consolidated Net Tangible Assets so long as: (A) the purpose of such facility is to provide letters of credit necessary in the business of the Borrower and its Subsidiaries, including without limitation to secure surety and other bonds, and (B) such Debt, if secured, is only secured as permitted by clause (xii) of the definition of Permitted Liens (a “Permitted Secured Letter of Credit Facility”); (viii) Debt or other obligations of the Borrower and its Subsidiaries in respect of any capital lease (as determined in accordance with GAAP) or Debt of the Borrower and its Subsidiaries secured by Purchase Money Security Interests so long as the aggregate amount for the Borrower and its Subsidiaries of all Debt and other obligations permitted by this clause (viii) shall not exceed, at any time outstanding the greater of $150,000,000 and 8.25% of Consolidated Net Tangible Assets; (ix) Debt (x) of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary) in connection with any Permitted Acquisition or Permitted Joint Venture or Debt of any Person that is assumed by the Borrower any Subsidiary in connection with any Permitted Acquisition or Permitted Joint Venture; provided that (i) such Debt was not incurred in contemplation of such Permitted Acquisition or Permitted Joint Venture and (ii) immediately prior and after giving pro forma effect to the assumption of such Debt, the Total Net Leverage Ratio is no greater than 3.00:1.00 as if such Debt was assumed at the beginning of the most recent four consecutive fiscal quarters ending prior to such assumption for which consolidated financial statements of the Borrower have been (or were required to be) delivered to the Administrative Agent pursuant to Section 8.03(a) or (b) or (y) constituting a Permitted Refinancing of the foregoing; (x) subject to Section 8.02(k) and Section 8.02(n), Debt of any Bonding Subsidiary payable to the Borrower; (xi) Debt of (i) the Securitization Subsidiaries pursuant to Permitted Receivables Financings and (ii) the Loan Parties pursuant to an ABL Credit Agreement, and any Permitted Refinancing thereof, in an aggregate principal amount that, when combined with the aggregate amount of Debt permitted pursuant to Section 8.02(a)(vii), does not exceed in the aggregate the greater of $300,000,000 and 16.50% of Consolidated Net Tangible Assets; (xii) Debt (i) in respect of Hedging Transactions entered into in the ordinary course of business consistent with past practice or (ii) arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds or other cash management services including, but not limited to, treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements, in each case entered into or arising in the ordinary course of business.; (gxiii) Debt existing on (including any Permitted Refinancing thereof) secured by Liens permitted by clause (xiv) of the date hereof and disclosed definition of Permitted Liens; (xiv) Guaranties in respect of Debt otherwise permitted hereunder; (xv) Debt relating to the Lenders on Schedule 9.02.financing of insurance policy premiums; (hxvi) other Debt, including purchase-money obligations, Debt in an aggregate principal amount not to exceed the greater of $500,000 in 50,000,000 and 2.75% of Consolidated Net Tangible Assets; provided that the amount of Debt permitted by this clause (xvi) that is secured shall not exceed the greater of $25,000,000 and 1.25% of Consolidated Net Tangible Assets; and (xvii) Debt of Non-Guarantor Subsidiaries which, when combined with the aggregate amount of Investments permitted pursuant Section 8.02(k)(xvi), does not exceed at any one time outstandingthe greater of $10,000,000 and 0.50% of Consolidated Net Tangible Assets. (i) other Debt approved by the Majority Lenders and subordinated to Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (j) Debt arising under Swap Agreements permitted under Section 9.18 hereof.