Common use of Debts, Guaranties and Other Obligations Clause in Contracts

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000.

Debts, Guaranties and Other Obligations. The No Borrower shall, and no Borrower shall not, and shall not permit any of its Relevant Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt Debt, except: (a) Debt of the Borrower Borrowers and its their respective Relevant Subsidiaries under the Loan Documents; (b) unsecured Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due Borrowers and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 their respective Relevant Subsidiaries in an aggregate amount not to exceed $3,000,000 500,000 at any timeone time outstanding; (ec) Debt of Borrowers under Hydrocarbon Hedge Agreements which with Swap Counterparties that are not prohibited expressly permitted by the terms of Section 6.146.15; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under only by the Loan Security Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (fd) Debt of Borrowers and their respective Relevant Subsidiaries consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower Borrowers or any of their respective Relevant Subsidiaries in connection with the operation of the their Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its respective Oil and Gas Properties; (e) the Subordinated Debt of Red Mountain existing on the date of this Agreement fully subordinated to the Obligations pursuant to the terms of a Subordination Agreement; (f) current liabilities for taxes, assessments or other governmental charges or levies, before the same shall become delinquent, incurred in the ordinary course of any Borrower’s or any of its Relevant Subsidiaries’ business; (g) Debt of the Borrower Borrowers or any Guarantor owing of their respective Relevant Subsidiaries incurred with respect to all or a portion of the purchase price of Property acquired in the ordinary course of business to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretionextent permitted by Section 6.01(j); (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred Borrowers and their respective Relevant Subsidiaries incurred in connection with Sections 6.01(b) and 6.01(c) to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extensionextent permitted therein; (i) Debt under from time to time owing by a Borrower or any of its Relevant Subsidiaries to a Borrower or any other Relevant Subsidiary; (j) Debt associated with worker’s compensation claims, bonds or surety obligations required by Applicable Law or third parties in connection with the Series A Preferred Shares; provided thatoperation of Oil and Gas Properties; (k) endorsements of negotiable instruments for collection in the ordinary course of business; (l) cash management obligations and other Debt of Borrowers and their respective Relevant Subsidiaries in respect of netting services, overdraft protections and similar arrangements in connection with deposit accounts; (Am) other than Debt representing deferred compensation to employees of any Borrower or any of its Relevant Subsidiaries in the extension ordinary course of business; (n) customary indemnification obligations or customary obligations in respect of purchase price or similar adjustments in connection with dispositions of Property permitted hereby or any investment permitted hereby; (o) Debt of Borrowers and their respective Relevant Subsidiaries consisting of the maturity date thereof, financing of insurance premiums in the terms, conditions and provisions ordinary course of such Debt (including but business not limited to, exceeding in the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in aggregate $500,000 at any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Sharesone time outstanding; and (jp) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000set forth on Schedule 6.02.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries to, createCreate, assume, suffer to exist, exist or in any manner become or be liable liable, in respect of, of any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Documents; (b) (i) Debt existing on the Closing Date and described in Schedule 6.02, Debt under customary insurance premium financing arrangements entered into in the ordinary course Sowood Documents, Debt under the Senior Notes and (ii) any refinancings, extensions, renewals or replacements of business provided that such Debt to the outstanding extent the principal amount of such Debt is not increased (it being understood that any accrued but unpaid fees or interest added to any principal amount shall not exceed $1,500,000constitute an increase of such Debt for these purposes), neither the final maturity nor the weighted average life to maturity of such Debt is decreased, such Debt, if subordinated to the obligations of a Loan Party hereunder, remains so subordinated on terms (in their entirety) no less favorable to the Revolving Lenders and no more restrictive on the Loan Parties than the Subordinated Indebtedness being refinanced; (c) Debt in of the form Borrowers to Guarantors, and of obligations for Guarantors to the deferred purchase price of Property Borrowers or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14other Guarantors; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms pursuant to a subordination agreement in form and substance reasonably acceptable to the Administrative Agent; and (ii) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged to the Administrative Agent in its sole discretionfor the benefit of the Secured Parties; (hd) Guarantees of the Parent or any Wholly-Owned Subsidiary in respect of Debt or other obligations otherwise permitted hereunder of the Parent or any Wholly-Owned Subsidiary; (e) (i) Debt that constitutes a renewalincurred to finance the acquisition, refinancing construction or extension improvement of any fixed or capital assets and (ii) Debt referred to clause (d) in respect of this Section 6.02Capital Leases and Synthetic Lease Obligations and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that (i) no Lien existing at in the time case of Debt to finance the acquisition, construction or improvements of fixed or capital assets, such Debt is incurred prior to or within 120 days after such acquisition or the completion of such renewal, refinancing construction or extension shall be extended to cover any property not already subject to such Lien, improvement and (ii) the aggregate principal amount of any Debt renewed, refinanced or extended permitted by this paragraph shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension$4,000,000.00 at any time outstanding; (if) Debt obligations (contingent or otherwise) of any Borrower or any Wholly-Owned Subsidiary existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Person in the Series A Preferred Shares; provided thatordinary course of business for the purpose of directly mitigating risks associated with liabilities, (A) other than commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the extension value of the maturity date thereof, the terms, conditions and provisions of securities issued by such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority LendersPerson, and (B) the amount not for purposes of such Debt shall not increase other than as speculation or taking a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares“market view”; and (jg) Other unsecured Debt in an aggregate principal amount outstanding at any time not to exceed $500,0002,000,000.00 at any time outstanding.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit Neither of the Borrowers nor any of its the Subsidiaries towill incur, create, assume, suffer to exist, assume or in any manner become or be liable in respect ofof any Debt, nor will either Borrower or any Debt exceptSubsidiary guarantee or otherwise in any manner become or be liable in respect of any indebtedness, liabilities or other obligations of any other person or entity, whether by agreement to purchase the indebtedness of any other person or entity or agreement for the furnishing of funds to any other person or entity through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the indebtedness of any other person or entity, or otherwise, except that the foregoing restrictions shall not apply to: (ai) Debt of the Borrower Notes and its Subsidiaries under the Loan Documents;any renewal or increase thereof; or (bii) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property taxes, assessments or services incurred in the ordinary course of business other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate reserves in accordance with diligently conducted, if such reserve as shall be required by GAAP shall have been established;made therefor and levy and execution thereon have been stayed and continue to be stayed; or (diii) Debt secured additional indebtedness for borrowed money or letters of credit which, together with the indebtedness permitted by the Liens permitted under paragraph (bSection 12(h)(iii) of Section 6.01 in an aggregate amount the Pacific Credit Agreement, does not to exceed $3,000,000 10,000,000 in the aggregate outstanding at any time;; or (eiv) Debt under Hydrocarbon Hedge Agreements which are inter-company indebtedness between Borrowers; or (v) intercompany indebtedness between any Borrower and any Subsidiary of any Borrower in an amount not prohibited greater than the principal amount outstanding as of March 31, 2000; or (vi) additional intercompany indebtedness between Borrowers and the Material Subsidiaries evidenced by the terms of Section 6.14Subsidiary Notes; provided that or (ivii) such Debt shall not be secured, additional intercompany indebtedness between Borrowers and any Subsidiary other than such Debt owing to Swap Counterparties a Material Subsidiary which are secured under is not evidenced by a Subsidiary Note and which, together with the Loan Documentsindebtedness permitted by Section 12(h)(vi) of the Pacific Credit Agreement, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall does not exceed $500,000;5,000,000 in the aggregate; or (fviii) Debt consisting indebtedness for insurance premiums incurred in the ordinary course of sureties business; or (ix) indebtedness or bonds provided to guaranties of indebtedness owed the Banks under the Pacific Credit Agreement; or (x) renewals or extensions (but not increases in) of any Governmental Authority or other Person and assuring payment of contingent liabilities all of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000foregoing.

Debts, Guaranties and Other Obligations. The Borrower No Loan Party shall, nor shall not, and shall not it permit any of its Restricted Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Subsidiaries Loan Parties under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt any Borrower secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at and any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02such Debt; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; ; and (iiii) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereofin any event, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the aggregate amount of such Debt at any time shall not increase other than exceed $750,000; (c) Debt of any Borrower or any Restricted Subsidiary which may exist as a result of dividend payments post-closing adjustments, non-compete payouts, and similar items relating to one or more Permitted Acquisitions; (d) Debt owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance pursuant to reimbursement or indemnification obligations to such Person in respect thereof, in each case incurred in the ordinary course of business; (e) Debt owed to any person with respect to premiums payable for property, casualty or liability insurance for any Borrower, so long as such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which have been added such Debt is incurred and such Debt shall be outstanding only during such year; (f) Debt representing deferred compensation to employees of any Loan Party or any Restricted Subsidiary incurred in the ordinary course of business; (g) intercompany Debt between Loan Parties; 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 Secured Parties, a Borrower or a Guarantor; and, provided, further, that any such Debt shall be subordinated to the principal amount thereof as elected by certain holders of Obligations on terms set forth in the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000.Guaranty Agreement;

Debts, Guaranties and Other Obligations. The Neither the Borrower shall not, and shall not permit nor any of its the Subsidiaries towill incur, create, assume, suffer to exist, assume or in any manner become or be liable in respect ofof any Debt, nor will Borrower or any Debt exceptSubsidiary guarantee or otherwise in any manner become or be liable in respect of any indebtedness, liabilities or other obligations of any other person or entity, whether by agreement to purchase the indebtedness of any other person or entity or agreement for the furnishing of funds to any other person or entity through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the indebtedness of any other person or entity, or otherwise, except that the foregoing restrictions shall not apply to: (ai) Debt of the Borrower Notes and its Subsidiaries under the Loan Documents;any renewal or increase thereof; or (bii) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property taxes, assessments or services incurred in the ordinary course of business other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate reserves in accordance with diligently conducted, if such reserve as shall be required by GAAP shall have been established;made therefor and levy and execution thereon have been stayed and continue to be stayed; or (diii) Debt secured additional indebtedness for borrowed money which, together with the indebtedness permitted by the Liens permitted under paragraph (bSection 12(h)(iii) of Section 6.01 in an aggregate amount the Guarantors' Credit Agreement, does not to exceed $3,000,000 10,000,000 in the aggregate outstanding at any time;; or (eiv) Debt under Hydrocarbon Hedge Agreements which are not prohibited intercompany indebtedness between Borrower and Guarantors permitted by the terms of Section 6.14Guarantors' Credit Agreement; provided that or (iv) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the intercompany indebtedness between Borrower or any Subsidiary of its Subsidiaries Borrower and Xxxxxx or any subsidiary of Xxxxxx in an amount not greater than the principal amount outstanding as of March 31, 2000; or (vi) additional intercompany indebtedness payable by Borrower or any Subsidiary of Borrower to Xxxxxx or any margin call requirements including any requirement to post cash collateralSubsidiary of Xxxxxx which, property collateral or a letter together with the indebtedness permitted by Section 12(h)(vii) of creditthe Guarantors' Credit Agreement, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall does not exceed $500,000;5,000,000 in the aggregate; or (fvii) Debt consisting indebtedness for insurance premiums incurred in the ordinary course of sureties business; or (viii) renewals or bonds provided to extensions (but not increases in) of any Governmental Authority or other Person and assuring payment of contingent liabilities all of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000foregoing.

Debts, Guaranties and Other Obligations. The Borrower shall Company will not, and shall will not permit any of its Subsidiaries to, create, assume, suffer to exist, exist or in any manner become or be liable liable, in respect of, of any Debt except: (a) Debt of the Borrower Company and its Subsidiaries under the Loan Credit Documents; (b) intercompany Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due owed (i) by any Wholly Owned Subsidiary of the Company to the Company or to any other Wholly Owned Subsidiary of the Company, (ii) by the Company to any of its Wholly Owned Subsidiaries, and payable or are being contested in good faith (iii) by appropriate proceedings and for which adequate reserves any Mexican Subsidiary to another Mexican Subsidiary; provided that, all such intercompany Debt shall be subordinated to the Obligations in accordance with GAAP have been establishedthe terms set forth in the Guaranties; (dc) Debt secured by the Liens permitted under paragraph paragraphs (bc) and (i) of Section 6.01 6.01; (d) any MARAD Financing used to finance the acquisition, construction, or improvement of the Company's or any of its Subsidiaries' Vessels (including any rearrangements, extensions, or refinancing thereof) in an aggregate principal amount outstanding at any time not to exceed $3,000,000 at any time150,000,000.00; provided that, except as permitted by clause (e) below, the Company and its Subsidiaries may not enter into additional MARAD Financing described in this clause (d) (other than rearrangements, extensions, or refinancings thereof) if a Default is continuing or entering into the additional indebtedness would reasonably be expected to cause a Default; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000Hercules Title XI Issue; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities the Company's obligations in respect of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas PropertiesCarlyss Facility Bonds; (g) Debt listed on Schedule 6.02 and all extensions, amendments, refinancings, and renewals thereof so long as none of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that principal amount of such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretionincreased; (h) Debt that constitutes a renewal, refinancing or extension reimbursement obligations of the Company and its Subsidiaries in respect of any Debt referred surety bonds or letters of credit otherwise permitted under this Agreement issued to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount secure payment of any Debt renewedinsurance premiums, refinanced regulatory obligations, or extended shall not exceed trust fund obligations for the amount Company or any of such Debt outstanding immediately prior to such renewal, refinancing or extensionits Subsidiaries; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but Unfunded Liabilities that would not limited to, the subordination terms thereof) shall not reasonably be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined expected to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as cause a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; andMaterial Adverse Change; (j) Other Capitalized Leases with an aggregate principal amount outstanding at any time not to exceed $25,000,000.00; (k) Permitted Bond Obligations; (l) unsecured Debt obligations other than Permitted Bond Obligations in respect of standby letters of credit, bonds and guaranties issued for the account of the Company or any of its Subsidiaries in the ordinary course of business with an aggregate face amount outstanding at time not to exceed $50,000,000.00 or its Equivalent Amount in another currency; (m) nonspeculative Financial Contract Obligations entered into in the ordinary course of business; (n) Permitted Mexican Contract Financing in an aggregate amount outstanding at any time not to exceed $500,00050,000,000.00; and (o) other unsecured Debt of the Company and its Subsidiaries with an aggregate principal amount outstanding not to exceed $15,000,000.00.

Debts, Guaranties and Other Obligations. The No Borrower shall, nor shall not, and shall not any Borrower permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Subsidiaries Obligors under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into in listed on the ordinary course attached Schedule 4.05(d) and any extension, renewal or replacement of business the foregoing; provided that the outstanding principal amount of such Debt shall may not exceed $1,500,000be increased; (c) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by the Liens permitted under paragraph (bc) of Section 6.01 in an aggregate amount not to exceed $3,000,000 20,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements or Interest Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Intercompany Debt; (g) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower Parent or any Subsidiary of the Parent in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, arising pursuant to the Bond Issuance and any refinancing or extension of any Debt referred to clause (d) of this Section 6.02thereof with another Bond Issuance; provided that (i) no Lien existing at that, the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the aggregate outstanding principal amount of all Bond Issuances at any Debt renewed, refinanced or extended shall time may not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension$350,000,000; (i) Debt under not exceeding $20,000,000 in the Series A Preferred Shares; provided that, (A) other than aggregate at any time outstanding and owing to insurance providers for the extension financing of the maturity date thereof, the terms, conditions and provisions insurance premiums of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred SharesObligor; and (j) Other unsecured other Debt not exceeding $10,000,000 in an the aggregate amount outstanding at any time not to exceed $500,000outstanding.

Debts, Guaranties and Other Obligations. The Without the consent of Majority Banks, neither Borrower shall not, and shall not permit any of its Subsidiaries towill incur, create, assume, suffer to exist, exist or in any manner become or be liable in respect ofof any indebtedness, nor will either Borrower guarantee or otherwise in any Debt exceptmanner become or be liable in respect of any indebtedness, liabilities or other obligations of any other person or entity, whether by agreement to purchase the indebtedness of any other person or entity or agreement for the furnishing of funds to any other person or entity through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the indebtedness of any other person or entity, or otherwise, except that the foregoing restrictions shall not apply to: (ai) Debt the Notes and any renewal or increase thereof, or other indebtedness of the Borrower and its Subsidiaries under Borrowers heretofore disclosed to Banks in the Loan Documents;Borrowers' Financial Statements or on Schedule "3" hereto; or (bii) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property taxes, assessments or services incurred in the ordinary course of business other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate reserves in accordance with diligently conducted, if such reserve as shall be required by GAAP shall have been established;made therefor and levy and execution thereon have been stayed and continue to be stayed; or (diii) Debt secured indebtedness (other than in connection with a loan or lending transaction) incurred in the ordinary course of business, including, but not limited to indebtedness for drilling, completing, leasing and reworking oil and gas wells or the treatment, distribution, transportation of sxxx xf production therefrom and loans or lending transactions in which the outstanding principal balance does not exceed $500,000 at any time and which does not result in the imposition of a Lien other than a Permitted Lien; or; or (iv) indebtedness issued pursuant to an indenture providing for the sale of notes to the public not exceeding the face amount of $150,000,000.00, which indebtedness (A) is expressly subordinated (to the satisfaction of Majority Banks) to all obligations owed the Banks hereunder and under the Notes, (B) is issued by the Liens permitted under paragraph Borrowers or an Affiliate of the Borrowers, within one hundred eighty (b180) days of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of creditEffective Date, and (iiiC) the deferred premium payments associated with such Hedge Contracts shall net proceeds of which are used in part to repay or reduce the outstanding balance on the Notes, said indebtedness to be limited approved in advance by Majority Banks, which approval will not be unreasonably withheld; or (v) other indebtedness owed to Affiliates of Borrowers which is expressly made subordinate to the deferred premium payments for put option contracts which are secured indebtedness owed hereunder and under the Loan DocumentsNotes, which subordination is approved in advance by Majority Banks, which approval will not be unreasonably withheld; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000;or (fvi) Debt consisting any renewals or extensions of sureties or bonds provided to (but not increases in) any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000foregoing.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Restricted Subsidiaries under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into in the ordinary course listed on Part A of business Schedule 4.05 and any renewals, extensions, or replacements thereof; provided that the outstanding principal amount of such Debt shall may not exceed $1,500,000be increased; (c) Debt in the form of obligations for the deferred purchase price of Oil and Gas Property or services incurred acquired in the ordinary course of business which are is listed on Part B of Schedule 4.05 and incurred prior to November 14, 2007; provided that, such Debt (i) is not yet past due and payable or are (ii) is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt in the form of obligations for the deferred purchase price of Oil and Gas Property acquired in the ordinary course of business and incurred after November 14, 2007, which (i) is not yet past 75 due and payable or is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (ii) is payable solely out of production revenues generated from the purchased Oil and Gas Properties; (iii) is due if, and only if, prices for crude oil or natural gas, as applicable, exceed certain thresholds agreed to between the seller and the buyer; (iv) cannot be accelerated or demanded for any reason unless and until such Debt becomes due as permitted in clause (iii) above; and (v) does not accrue any interest; provided that, the aggregate amount of Debt incurred by the Borrower and its Subsidiaries as permitted under this paragraph (d) shall not exceed $20,000,000; (e) Debt secured by the Liens permitted under paragraph paragraphs (bc) or (d) of Section 6.01 in an aggregate amount not to exceed $3,000,000 10,000,000 at any time; (ef) Debt under Hydrocarbon Hedge Agreements which Contracts that are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of creditrequirements, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the sum of (A) aggregate outstanding amount of such deferred premium payments plus (B) the outstanding unsecured Debt permitted under clause (n) below, shall not exceed $500,00015,000,000; (fg) 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 Restricted Subsidiaries in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (gh) Debt of the Borrower or to any Guarantor owing Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or to any other GuarantorRestricted Subsidiary; provided that that, such Debt is fully subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extensionAgent; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000.Initial Second Lien Debt;

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Documents; (b) Debt secured by the Liens permitted under customary insurance premium financing arrangements entered into paragraphs (b) or (c) of Section 6.01 in the ordinary course of business provided that the outstanding principal an aggregate amount of such Debt shall not to exceed $1,500,000250,000 at any time; (c) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which Contracts that are not prohibited by the terms of Section 6.14; 6.14 provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, and (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000requirements; (fe) 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 in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties;; and (gf) Debt of the Borrower or to any Guarantor owing Subsidiary and of any Subsidiary to the Borrower or to any other GuarantorSubsidiary; provided that that, such Debt is fully subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred SharesAgent; and (jg) Other unsecured Debt in an aggregate principal amount outstanding at any time not to exceed exceeding $500,000100,000.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (dc) Debt secured by the Liens permitted under paragraph (bSection 6.01(b); provided that the sum of such Debt and the unsecured Debt permitted under Section 6.02(j) of Section 6.01 in an aggregate amount does not to exceed $3,000,000 1,000,000 at any time; (ed) Debt under Hydrocarbon Hedge Agreements or Interest Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (fe) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (f) Intercompany Debt; (g) Debt constituting letters of credit for the account of any member of the Borrower Loan Parties provided as security (i) for any matter in connection with which a Lien would be permitted but has not been granted under paragraphs (k), (m) or any Guarantor owing to the Borrower or to any other Guarantor(n) of Section 6.01; provided that the amount of such Debt is subordinated to shall not exceed the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt underlying obligations that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall would be extended to cover any property not already subject to secured by such Lien, and (ii) to secure payment obligations in connection with self-insurance or similar requirements in the principal amount ordinary course of any business; (h) Debt renewedarising from the honoring by a bank or other financial institution of a check, refinanced draft or extended shall similar instrument drawn against insufficient funds in the ordinary course of business if such Debt is extinguished within two (2) Business Days of incurrence and does not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension$50,000; (i) Debt under the Series A Preferred Shares; provided thatBusiness Loan Agreement secured by the Existing Mortgage and not to exceed $5,350,000, for so long as Borrower owns the Headquarters; (Aj) other than the extension of the maturity date thereofDebt not otherwise permitted under this Section 6.02, the termsprovided, conditions and provisions of that (i) such Debt (including but is not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in secured by any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority LendersLien, and (Bii) the aggregate amount of such Debt plus the aggregate amount of Debt permitted under Section 6.02(c) shall not increase exceed $1,000,000 at any time; (k) Debt consisting of preferred stock; provided that (i) no redemptions, dividends, distributions, or other than as a result payments shall be made or required to be made in respect of dividend payments which have been added such preferred stock prior to the principal amount thereof date that is six months after the Maturity Date, (ii) such preferred stock shall not be subject to any covenants that are more restrictive than those set forth in this Agreement, (iii) on the date such preferred stock is issued, the Borrower shall be in compliance with the covenants set forth in this Agreement, including without limitation those set forth in Sections 6.18, 6.19 and 6.20, on a pro forma basis after giving effect to the issuance of such preferred stock, as elected by certain holders though such preferred stock had been issued as of the Series A Preferred Shareslast day of the immediately preceding fiscal quarter; and (jl) Other unsecured Debt in an aggregate a principal amount outstanding at any time not to exceed $500,0007,000,000 incurred in connection with the acquisition and refurbishment of a used Oilwell E-2000 drilling rig and the acquisition of equipment necessary to refurbish it; provided that such Debt (i) was incurred solely for the purpose of financing the acquisition and refurbishment of such rig and the acquisition of equipment necessary to refurbish it, and does not exceed 60% of the aggregate purchase price of such rig, (ii) is secured only by such rig and such equipment necessary to refurbish it and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in amount.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit Neither the Company nor any of its Domestic Subsidiaries towill incur, create, assume, suffer to exist, assume or in any manner become or be liable in respect ofof any indebtedness, nor guarantee or otherwise in any Debt exceptmanner become or be liable in respect of any indebtedness, liabilities or other obligations of any other Person or entity, whether by agreement to purchase the indebtedness of any other Person or entity or agreement for the furnishing of funds to any other Person or entity through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the indebtedness of any other Person or entity, or otherwise, except that the foregoing restrictions shall not apply to: (ai) Debt the Notes, any renewal or increase thereof, the Subsidiary Guaranties or other indebtedness of the Borrower and its Subsidiaries under Borrowers heretofore disclosed to Lenders in the Loan Documents;Financial Statements of the Company delivered pursuant to Section 10(f) of this Agreement or on Schedule "3" hereto; or (bii) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property Taxes, assessments or services incurred in the ordinary course of business other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate reserves in accordance with diligently conducted, if such reserve as shall be required by GAAP shall have been established;made therefor and levy and execution thereon have been stayed and continue to be stayed; or (diii) Debt secured by indebtedness (other than in connection with a loan or lending transaction) incurred in the Liens permitted under paragraph (b) ordinary course of Section 6.01 in an aggregate amount business, including, but not limited to exceed $3,000,000 at any time;indebtedness for drilling, completing, leasing and reworking oil and gas xxxxx; or (eiv) Debt obligations under Hydrocarbon Hedge Agreements which are not prohibited by the terms Rate Management Transactions permitted pursuant to Section 13(m) hereof; or (v) indebtedness of Section 6.14any Borrower to any other Borrower, or of any Subsidiary Guarantor to any Borrower or to any other Subsidiary Guarantor, or of any Borrower to any Subsidiary Guarantor; provided that provided, (i) all such Debt indebtedness shall not be secured, other than evidenced by promissory notes and all such Debt owing notes shall be subject to Swap Counterparties which are secured under the Loan Documentsa first priority Lien pursuant to a pledge agreement reasonably satisfactory to Agent, (ii) all such Debt indebtedness shall not obligate be unsecured and subordinated in right of payment to the Borrower payment in full of all of the indebtedness, liabilities and obligations under this Agreement, the Notes and the other Loan Documents pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that in any of its Subsidiaries such case, is reasonably satisfactory to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of creditAgent, and (iii) any payment by any such Subsidiary Guarantor under any Subsidiary Guaranty shall result in a pro tanto reduction of the deferred premium payments associated with amount of any indebtedness owed by such Hedge Contracts shall be limited Subsidiary to the deferred premium payments Company or to any of its Subsidiaries for put option contracts which are secured whose benefit such payment is made; or (vi) other indebtedness of any nature not in excess of $2,500,000 in outstanding principal amount in the aggregate; or (vii) the guarantee by the Company and the Subsidiary Guarantors of the obligations of Addison under the Loan DocumentsCanadian Credit Agreement; or (viii) the Senior Notes provided that, the aggregate outstanding principal amount of such deferred premium payments shall indebtedness does not exceed $500,000;350,000,000; or (fix) Debt consisting any renewals or extensions of sureties or bonds provided to (but not increases in) any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000foregoing.

Debts, Guaranties and Other Obligations. The Borrower shall will not, and shall will not permit any of its Subsidiaries to, create, assume, suffer to exist, exist or in any manner become or be liable liable, in respect of, of any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Credit Documents; (b) Debt under customary insurance premium financing arrangements entered into in intercompany indebtedness owed between any Subsidiary and the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000Borrower; (c) Debt of the Borrower not otherwise permitted by this Section 6.02 in an aggregate outstanding principal amount not to exceed, without duplication of, and when combined with, Debt permitted by paragraphs (d) and (e) of this Section 6.02, 20% of the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been establishedBorrower's Net Worth; (d) Debt secured by the Liens permitted under paragraph paragraphs (be) and (f) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any timeexceed, without duplication of, and when combined with, Debt permitted by paragraphs (c) and (e) of this Section 6.02, 20% of the Borrower's Net Worth; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited existing in connection with Property or assets acquired by the terms of Section 6.14Borrower and its Subsidiaries after the Effective Date; provided that, such Debt shall (i) not be increased, and (ii) not, without duplication of, and when combined with, Debt permitted by paragraphs (c) and (d) of this Section 6.02, 20% of the Borrower's Net Worth; (f) Debt incurred in connection with the financing of Acquisitions by the Borrower and its Subsidiaries that (i) such Debt shall not be secured, other than such Debt owing is subordinated to Swap Counterparties which are secured under the Loan Documents, Obligations on terms satisfactory to the Agent and (ii) contains provisions satisfactory to the Agent for the conversion of such Debt into common stock or other equity interests in the Borrower; provided that, all such Debt under this clause (f) shall not obligate exceed 20% of the Borrower's Net Worth; (g) Debt of any Canadian Subsidiary existing in connection with the financing of a Canadian Acquisition if (i) no stock (or other ownership interests) or assets of the Borrower or any of its Subsidiaries have been pledged as collateral for such Debt; provided that, so long as such Debt is owing to a Person that is not an NRO Company, such Debt may be equally and ratably secured by any Liens granted by the Borrower and its Subsidiaries in favor of the Agent and Banks as security for the Obligations, (ii) such Debt is either (A) owing by a Canadian Subsidiary to any margin call requirements including Person (other than an NRO Company); provided that, such Debt shall be repaid within 90 days after the consummation of such Canadian Acquisition or (B) owing by a Canadian Subsidiary to any requirement to post cash collateral, property collateral or a letter of credit, NRO Company and (iii) such Debt does not constitute more than 75% of the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount purchase price of such deferred premium payments shall not exceed $500,000;Canadian Acquisition. (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (gh) Debt of the Borrower existing in connection with any guaranty, put option or any Guarantor owing to other contingent obligation of the Borrower or to any other Guarantor; provided that such repay Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to permitted by clause (dg) of this Section 6.02above; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension;and (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Subordinated Debt in an aggregate principal amount outstanding at any time not to exceed $500,000125,000,000 at any time.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries to, createCreate, assume, suffer to exist, exist or in any manner become or be liable liable, in respect of, of any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Documents; (b) (i) Debt existing on the Closing Date and described in Schedule 6.02, Debt under customary insurance premium financing arrangements entered into in the ordinary course Sowood Documents, Debt under the Senior Notes and (ii) any refinancings, extensions, renewals or replacements of business provided that such Debt to the outstanding extent the principal amount of such Debt is not increased (it being understood that any accrued but unpaid fees or interest added to any principal amount shall not exceed $1,500,000constitute an increase of such Debt for these purposes), neither the final maturity nor the weighted average life to maturity of such Debt is decreased, such Debt, if subordinated to the obligations of a Loan Party hereunder, remains so subordinated on terms (in their entirety) no less favorable to the Lenders and no more restrictive on the Loan Parties than the Subordinated Indebtedness being refinanced; (c) Debt in of the form Borrowers to Guarantors, and of obligations for Guarantors to the deferred purchase price of Property Borrowers or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14other Guarantors; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms pursuant to a subordination agreement in form and substance reasonably acceptable to the Administrative Agent; and (ii) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged to the Administrative Agent in its sole discretionfor the ratable benefit of the Secured Parties; (hd) Guarantees of the Parent or any Wholly-Owned Subsidiary in respect of Debt or other obligations otherwise permitted hereunder of the Parent or any Wholly-Owned Subsidiary; (e) (i) Debt that constitutes a renewalincurred to finance the acquisition, refinancing construction or extension improvement of any fixed or capital assets and (ii) Debt referred to clause (d) in respect of this Section 6.02Capital Leases and Synthetic Lease Obligations and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that (i) no Lien existing at in the time case of Debt to finance the acquisition, construction or improvements of fixed or capital assets, such Debt is incurred prior to or within 120 days after such acquisition or the completion of such renewal, refinancing construction or extension shall be extended to cover any property not already subject to such Lien, improvement and (ii) the aggregate principal amount of any Debt renewed, refinanced or extended permitted by this paragraph shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension$4,000,000.00 at any time outstanding; (if) Debt obligations (contingent or otherwise) of any Borrower or any Wholly-Owned Subsidiary existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Person in the Series A Preferred Shares; provided thatordinary course of business for the purpose of directly mitigating risks associated with liabilities, (A) other than commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the extension value of the maturity date thereof, the terms, conditions and provisions of securities issued by such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority LendersPerson, and (B) the amount not for purposes of such Debt shall not increase other than as speculation or taking a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares“market view”; and (jg) Other unsecured Debt in an aggregate principal amount outstanding at any time not to exceed $500,0002,000,000.00 at any time outstanding.

Debts, Guaranties and Other Obligations. The Borrower shall will not, and shall will not permit any of its Subsidiaries to, create, assume, suffer to exist, exist or in any manner become or be liable in respect of, of any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Credit Documents; (b) unsecured Debt under customary insurance premium financing listed on the attached Schedule 6.02 and all renewals, extensions, rearrangements or refinancings of any such credit arrangements entered into in on terms and for amounts substantially similar to the ordinary course terms and amounts existing as of business provided that the outstanding principal amount date of such Debt shall not exceed $1,500,000this Agreement; (c) intercompany Debt in owed (i) by any wholly-owned Subsidiary of the form Borrower (other than a Nonprofit Subsidiary) to the Borrower; (ii) by the Borrower to any of obligations for its wholly-owned Subsidiaries; and (iii) any wholly-owned Subsidiary of the deferred purchase price Borrower to another wholly-owned Subsidiary of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been establishedBorrower; (d) unsecured borrowings at a market rate of interest with maturities of less than 180 days of the Borrower not otherwise permitted by the preceding paragraphs (a), (b), and (c) in an aggregate outstanding principal amount not to exceed at any time the lesser of (i) $100,000,000.00 or (ii) the amount by which the Tranche A Commitments exceeds the sum of the outstanding Tranche A Advances, Letter of Credit Exposure, and Competitive Advances; (e) Debt secured by the Liens permitted under pursuant to paragraph (bf) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,0006.01; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent current liabilities for the financing of the Borrower in connection with the operation of the Oil Borrower's and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas PropertiesSubsidiaries' insurance premiums; (g) Debt the Borrower's guaranty under the Contract to Lease and Surviving Master Agreement for Leases of Mayex, Xxustee Nursing Homes dated as of May 1, 1994 among the Borrower, Living Centers of Texas, Inc., and Clarxxxx Xxxxx, Xxustee of the Borrower or any Guarantor owing to repayment of the Borrower or to any other Guarantor; provided that such Debt is subordinated to residual value of the Obligations on terms acceptable to the Administrative Agent in its sole discretionpremises leased thereby; (h) Debt that constitutes a renewal, refinancing or extension guaranties (i) by the Borrower's Subsidiaries of any Debt referred to clause (d) of the Borrower permitted by this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, 6.02 and (ii) by the principal amount Borrower of any its wholly-owned Subsidiaries' Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected permitted by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000.this Section 6.02

Debts, Guaranties and Other Obligations. The Borrower shall will not, and shall will not permit any of its Subsidiaries or any Holdco Entity to, create, assume, suffer to exist, or in any manner become or be liable liable, in respect of, of any Debt except: (a) Debt of the Borrower and its Subsidiaries and the Holdco Entities under the Loan Credit Documents; (b) Debt under customary insurance premium financing arrangements entered into of the Borrower, its Subsidiaries and the Holdco Entities existing on the Amendment No. 2 Closing Date and disclosed in the ordinary course of business provided that attached Schedule 6.02 and any extensions, rearrangements and modifications thereof which do not increase the outstanding principal amount thereof or the interest rate charged thereon above a market rate of such Debt shall not exceed $1,500,000;interest; 3rd Amended/Restated Credit Agreement (c) Debt in of the form Borrower or any of obligations for the deferred purchase price of Property its Subsidiaries or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by the Liens permitted any Holdco Entity under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14Swap Contract; provided that (i) such Debt shall was incurred by the Borrower, such Subsidiary or such Holdco Entity for general partnership, limited liability company or corporate purposes, as applicable, including for the purposes of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documentsfor speculative purposes, (ii) such Debt shall not obligate the Borrower or Swap Contract is permitted under any of its Subsidiaries risk management policy approved by such Person’s governing body from time to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credittime, and (iii) such Swap Contract does not contain any provision exonerating the deferred premium non-defaulting party from its obligation to make payments associated with such Hedge Contracts shall be limited on outstanding transactions to the deferred defaulting party; (d) Debt in respect of endorsement of negotiable instruments in the ordinary course of business; (e) Debt in respect of (x) insurance premium payments financing for put option contracts which are secured insurance being acquired by the Borrower, its Subsidiaries or any Holdco Entity under customary terms and conditions or (y) customary take-or-pay obligations contained in supply or service agreements, in each case in the Loan Documents; provided that, the aggregate outstanding amount ordinary course of such deferred premium payments shall not exceed $500,000business; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of between the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment any of its Oil and Gas Propertieswholly-owned Subsidiaries or any Holdco Entity; (g) Debt between any wholly-owned Subsidiary of the Borrower and any other wholly-owned Subsidiary of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretionHoldco Entity; (h) Debt that constitutes a renewal, refinancing or extension secured by Xxxxx permitted under Section 6.01(h) which does not exceed the greater of any Debt referred to clause (dx) $75,000,000 and (y) two and one-half percent (2.5%) of this Section 6.02; provided that the Borrower’s Consolidated Net Tangible Assets in aggregate principal amount at any time outstanding; (i) no Lien Debt assumed in connection with an Acquisition and secured by Xxxxx permitted under Section 6.01(i); provided that, such Debt is existing at the time of such renewal, refinancing or extension shall be extended to cover any property Acquisition and is not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount incurred solely in contemplation of such Debt outstanding immediately prior to such renewal, refinancing or extensionAcquisition; (ij) Permitted Note Debt including, without limitation, any guaranty thereof; (k) secured Debt, not exceeding the greater of (x) $75,000,000 and (y) two and one-half percent (2.5%) of the Borrower’s Consolidated Net Tangible Assets in aggregate principal amount at any time outstanding; (l) guaranties of the Borrower in respect of Debt of any of its Subsidiaries or any Holdco Entity or guaranties of any Subsidiary of the Borrower or any Holdco Entity in respect of Debt of Borrower, any Subsidiary of the Borrower or any Holdco Entity, in each case, such Debt as otherwise permitted hereunder; (m) Debt under in connection with the Series A Preferred Shares; provided thatBanking Service Obligations that is, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse prior to the Lenders without Investment Grade Date, secured by the consent of Security Documents (but which may be unsecured on and after the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred SharesInvestment Grade Date); and (jn) Other unsecured Debt in an addition to Debt otherwise permitted above, not exceeding the greater of (x) $75,000,000 and (y) two and one-half percent (2.5%) of the Borrower’s Consolidated Net Tangible Assets in aggregate principal amount outstanding at any time not to exceed $500,000.outstanding. 3rd Amended/Restated Credit Agreement

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries to, createCreate, assume, suffer to exist, exist or in any manner become or be liable liable, in respect of, of any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan DocumentsDocuments (including, without limitation, Debt incurred pursuant to an increase in the Revolving Commitments in accordance with Section 2.16); (b) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding up to a $25,000,000.00 aggregate principal amount of such unsecured Subordinated Debt shall not exceed $1,500,000owed to Permitted Investors; (c) Debt in of the form Borrower to Guarantors, of obligations for Guarantors to the deferred purchase price Borrower and to other Guarantors and of Property Subsidiaries to the Borrower or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14other Subsidiaries; provided that (i) such Debt of any Loan Party is subordinated to the Obligations pursuant to a subordination agreement in form and substance reasonably acceptable to the Administrative Agent; and (ii) any such loans and advances made by a Loan Party shall not be securedevidenced by a promissory note pledged to the Administrative Agent for the ratable benefit of the Secured Parties; (d) Guarantees of the Borrower or any Wholly-Owned Subsidiary in respect of Debt or other obligations otherwise permitted hereunder of the Borrower or any Wholly-Owned Subsidiary; (i) Debt incurred to finance the acquisition, other than such Debt owing to Swap Counterparties which are secured under the Loan Documentsconstruction or improvement of any fixed or capital assets, (ii) Debt in respect of Capital Leases, (iii) Debt of the types described in clauses (i) and (ii) above assumed in connection with an Acquisition permitted under Section 6.05 or of a Person that becomes a Subsidiary in connection with any such Acquisition, and (iv) in each case, extensions, renewals, refinancings and replacements of any such Debt that do not increase the outstanding principal amount thereof other than by the amount of accrued but unpaid interest in respect thereof and closing costs; provided that (A) in the case of Debt to finance the acquisition, construction or improvements of fixed or capital assets, such Debt is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (B) the aggregate principal amount of Debt permitted by this paragraph shall not obligate exceed $5,000,000 at any time outstanding; (f) obligations (contingent or otherwise) of the Borrower existing or arising under any Swap Contract with the purpose and effect of fixing interest rates on the principal amount of the Obligations of the Borrower that is accruing interest at a variable rate, provided that (i) the aggregate notional amount of such Swap Contracts may not exceed fifty percent (50%) of the aggregate Revolving Commitments, and (ii) no such Swap Contract requires any Loan Party to put up money, assets or other security (excluding unsecured letters of credit and, in the case of Swap Contracts with Swap Counterparties, Collateral under the Security Documents) against the event of its nonperformance prior to actual default by such Loan Party in performing its obligations thereunder; (g) Debt representing deferred compensation to employees of the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter incurred in the ordinary course of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretionbusiness; (h) Debt that constitutes a renewalconsisting of cash management obligations and other Debt in respect of netting services, refinancing or extension of any Debt referred to clause overdraft protections and similar arrangements, in each case (dx) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, in connection with cash management and deposit accounts and (iiy) incurred in the principal amount ordinary course of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extensionbusiness; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension consisting of the maturity date thereof, financing of insurance premiums incurred in the terms, conditions and provisions ordinary course of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Sharesbusiness; and (j) Other unsecured other Debt of the Borrower and its Subsidiaries in an aggregate principal amount outstanding at any time outstanding not to exceed $500,0001,000,000 and contingent liabilities of Borrower and the other Loan Parties in respect of such Debt.

Debts, Guaranties and Other Obligations. The Borrower Borrowers shall not, and nor shall not they permit any of its their Subsidiaries to, incur, create, assume, suffer to exist, assume or in any manner become or be liable in respect ofof any indebtedness, and Borrowers shall not, nor shall they permit their Subsidiaries to, guarantee or otherwise in any Debt exceptmanner become or be liable in respect of any Debt, except that the foregoing restrictions shall not apply to: (ai) Debt the Notes and Letters of the Borrower Credit, and its Subsidiaries under the Loan Documents;any renewal, extension, reissuance, increase or other modification thereof; or (bii) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property taxes, assessments or services incurred in the ordinary course of business other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate reserves in accordance with diligently conducted, if such reserve as shall be required by GAAP shall have been established;made therefor and levy and execution thereon have been stayed and continue to be stayed; or (diii) Debt secured by of any Borrower to any other Borrower, or of any Guarantor to any Borrower or any other Guarantor; provided, that if the Liens Company is the obligor on any such Debt such Debt is expressly subordinate to the payment in full of the Obligations; or (iv) obligations under Rate Management Transactions permitted pursuant to Section 13(k); or (v) Debt under paragraph (b) of Section 6.01 in an aggregate amount Capital Leases not to exceed $3,000,000 10,000,000 in the aggregate at any time;time outstanding; or (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iiivi) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan DocumentsConvertible Subordinated Debentures; provided thatprovided, that the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension;does not exceed $9,000,000 at any time; or (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (Bvii) the Senior Subordinated Notes; provided, that the aggregate principal amount of such Debt shall does not increase exceed $200,000,000 at any time; or (viii) other Debt of any nature not otherwise permitted under the foregoing clauses (i) through (vii) that does not, in the aggregate, exceed $10,000,000 in outstanding principal amount at any time; or (ix) Contingent Obligations incurred in the ordinary course of business (1) as a non-operator under oil and gas operating agreements, (2) under standard and customary provisions of gas sale contracts for make-up volumes on sales of natural gas and natural gas liquids from gas processing plants, and (3) under Advance Payment Contracts to the extent permitted under Section 13(o); or (x) any renewals or extensions of (but, other than as a result of dividend payments which have been added to in the principal amount thereof as elected by certain holders case of the Series A Preferred Shares; and (jNotes, not increases in) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000of the foregoing.

Debts, Guaranties and Other Obligations. The Borrower shall notNone of the Credit Parties shall, and none of the Credit Parties shall not permit any of its their Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into existing on the Closing Date that is reflected in the ordinary course of business provided that the outstanding principal amount of such Debt shall Financial Statements or is disclosed on Schedule 6.02, and any renewals or extensions (but not exceed $1,500,000increases) thereof; (c) Debt owing by a Credit Party to any other Credit Party which, if owing to a Guarantor, is subordinated to the Obligations pursuant to Section 8.09 or other subordination provisions in form and substance acceptable to the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been establishedAdministrative Agent; (d) Debt secured by of the Liens permitted Borrower under paragraph (b) of Section 6.01 in an aggregate amount Capital Leases not to exceed $3,000,000 10,000,000 in aggregate principal amount at any timeone time outstanding (as determined pursuant to GAAP); (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by of the terms of Section 6.14; provided that Borrower and its Subsidiaries associated with (i) all noncontingent reimbursement obligations of such Debt shall not be secured, Person in respect to surety or other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, bonds and (ii) such Debt shall not obligate the Borrower or any financing of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000insurance premiums; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower described in connection with the operation Schedule 6.02(f) and other Debt of the Oil Borrower related to the acquisition of software and Gas Propertieslicensing rights related thereto, including with respect to plugging, facility removal and abandonment of its Oil and Gas Propertiesprovided that such other Debt does not exceed $2,500,000 in principal amount at any one time outstanding; (g) Debt of the Borrower or that is not described in subsections (a) through (f) above that does not exceed $10,000,000 in aggregate principal amount at any Guarantor owing to the Borrower or to any other Guarantorone time outstanding; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion;and (h) Debt that constitutes a renewalof Xxxxxxx Exploration under Permitted Senior Notes and any guarantees thereof by the Borrower and the Guarantors, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that that: (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lienimmediately before, and after giving effect to, the sale of any Permitted Senior Notes (other than any Permitted Senior Notes issued in exchange or replacement for Permitted Senior Notes, without an increase in the principal amount thereof), no Event of Default exists or would exist, (ii) the Permitted Senior Notes do not prohibit prior repayment of Advances, (iii) the Permitted Senior Notes are not secured and do not impose any financial ratio maintenance covenants that are materially more restrictive or burdensome to the Credit Parties than the terms and provisions of the Loan Documents as in effect from time to time, and (iv) the stated aggregate principal amount of all outstanding Permitted Senior Notes (after giving effect to the redemption, retirement or purchase of any Debt renewed, refinanced Permitted Senior Notes made using the proceeds received from the sale or extended shall issuance of any other Permitted Senior Notes) does not exceed the Maximum Permitted Senior Note Amount. For purposes of Section 6.02(h) and the definition of “Maximum Permitted Senior Note Amount,” the “stated aggregate principal amount” of any Permitted Senior Notes shall mean the stated face amount of such Debt outstanding immediately Permitted Senior Notes without giving effect to any original issue discount). In addition, to the extent that the terms of the Permitted Senior Notes require any scheduled payment on account of principal (whether by redemption, purchase, retirement, defeasance, set-off or otherwise, but excluding repayments, redemptions or purchases of Permitted Senior Notes with the proceeds from the sale of other Permitted Senior Notes) prior to the Maturity Date, such renewalterms must also provide that payments or prepayments of principal on the Advances may, refinancing or extension; (i) Debt under at the Series A Preferred Shares; provided election of Xxxxxxx Exploration, be made prior to making of any such scheduled payment on the Permitted Senior Notes. Xxxxxxx Exploration hereby agrees that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or unless otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of permitted by the Majority Lenders, it will exercise such election and not make any such scheduled payment on the Permitted Senior Notes unless the Advances have first been paid in full and the Letter of Credit Exposure has been Cash Collateralized and the Borrower has agreed that it will not request any further Advances until after the next Borrowing Base redetermination in accordance with Section 2.02 (Bb) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and or (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000c).

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries (other than Foreign Subsidiaries) to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the Borrower's or such Subsidiaries' ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (dc) Debt secured by the Liens permitted under paragraph (bc) of Section 6.01 in an aggregate amount not to exceed $3,000,000 1,000,000 at any time; (ed) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14or Interest Hedge Agreements; provided that (i) such Debt shall not be secured, other than agreements are 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 or such Debt owing to Swap Counterparties which are secured under the Loan DocumentsSubsidiary's operations, (ii) such Debt agreements, collectively, cover less than 75% of the developed Proven Reserves, (iii) the Borrower or the relevant Subsidiary can only settle such agreements with physical deliveries of the commodities being hedged thereby, (iv) such agreements are with counterparties that have a senior unsecured, non-credit enhanced long-term credit rating of higher than BBB- as rated by Standard & Poor's Ratings Group and higher than Baa3 as rated by Xxxxx'x Investors Service, Inc., (v) such agreements shall not obligate the Borrower or any of its Subsidiaries the relevant Subsidiary to any margin call requirements including any requirement to post cash collateralrequirements, property collateral (vi) the obligations of the Borrower or a letter of creditthe relevant Subsidiary under such agreements are not secured, and (iiivii) the deferred premium payments associated with hedging transactions covered by such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments agreements shall not exceed $500,000be longer in duration than two years. (e) Debt of the Borrower and such Subsidiaries existing on the date hereof which is disclosed in Schedule 4.05, and any renewals or extensions (but not increases) thereof; (f) Debt under Capital Leases not to exceed $100,000 in the aggregate; (g) 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 Subsidiary of the Borrower (other than Foreign Subsidiaries) in connection with the operation of the Borrower's or the relevant Subsidiaries' Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its such Oil and Gas Properties; (gh) Debt of the Borrower under the Note Purchase Agreement which is subordinate to the Obligations pursuant to the Subordination Agreement. (i) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Subsidiaries expressly permitted under Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,0006.21 below.

Debts, Guaranties and Other Obligations. The Borrower shall will not, and shall will not permit any of its Subsidiaries toSubsidiary to incur, create, assume, suffer to exist, assume or in any manner become or be liable in respect of, of any Debt except(including obligations for the payment of rentals), and Borrower will not, and will not permit a Subsidiary to, guarantee or otherwise in any way become or be responsible for obligations of any other Person, whether by agreement to purchase the Debt of any other Person or agreement for the furnishing of funds to any other Person through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the Debt of any other Person, or otherwise, except that the foregoing restrictions shall not apply to: (a) Debt a. the Notes or other Indebtedness owed to Lender; a. liabilities, direct or contingent, of the Borrower and its Subsidiaries under existing on the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into Closing Date which are reflected in the ordinary course of business Financial Statements or have been disclosed to Lender in writing, and any renewals and extensions (but not increases) thereof (provided that such extensions and renewals are on materially the outstanding principal amount same terms as in effect on the Closing Date); Exhibit 10.01 a. Debt incurred to finance the acquisition of capital assets and any Debt assumed in connection with the acquisition of any such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property assets or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by a Lien on any such assets prior to the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14acquisition thereof; provided that (i) such Debt shall not be secured, other than is incurred prior to or within 90 days after such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, acquisition and (ii) the aggregate principal amount of any Debt renewed, refinanced or extended permitted by this clause (c) shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding $5,000,000 at any time outstanding; a. to the extent constituting Debt, liabilities in relation to operating leases and operating lease agreements; a. endorsements of negotiable or similar instruments for collection or deposit in the ordinary course of business; a. trade payables or similar obligations from time to time incurred in the ordinary course of business other than for borrowed money; a. taxes, assessments or other government charges which are not yet due or are being contested pursuant to exceed $500,000.Section 4.02 hereof;

Debts, Guaranties and Other Obligations. The Borrower shall Parent will not, and shall will not permit any of its Subsidiaries to, create, assume, suffer to exist, exist or in any manner become or be liable liable, in respect of, of any Debt except: (a) Debt of the Borrower Parent and its Subsidiaries under the Loan Credit Documents; (b) intercompany Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due owed (i) by any Wholly Owned Subsidiary of the Parent to the Parent or to any other Wholly Owned Subsidiary of the Parent, (ii) by the Parent to any of its Wholly Owned Subsidiaries, and payable or are being contested in good faith (iii) by appropriate proceedings and for which adequate reserves any Foreign Subsidiary to another Foreign Subsidiary; provided that, (A) all such intercompany Debt shall be subordinated to the Obligations in accordance with GAAP the terms set forth in the Guaranties, (B) the aggregate amount of intercompany Debt incurred by and capital contributions or investments made pursuant to Section 6.04(a) to Subsidiaries that are not Loan Parties to any other Loan Party may not exceed $50,000,000, and (C) before and after giving effect to the incurrence of such intercompany Debt, no Default or Event of Default shall have been establishedoccurred or be continuing; (dc) Debt secured by the Liens permitted under paragraph paragraphs (bc), (g) and (i) of Section 6.01 6.01; (d) any MARAD Financing used to finance the acquisition, construction, or improvement of the Parent’s or any of its Subsidiaries’ vessels (including any rearrangements, extensions, or refinancing thereof); provided, that the Parent and its Subsidiaries may not enter into additional MARAD Financing described in an aggregate amount not this clause (d) (other than rearrangements, extensions, or refinancings thereof) if a Default is continuing or entering into the additional indebtedness would reasonably be expected to exceed $3,000,000 at any timecause a Default; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be securedlisted on Schedule 6.02 and all extensions, other than such Debt owing to Swap Counterparties which are secured under the Loan Documentsamendments, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of creditrefinancings, and (iii) renewals thereof so long as none of the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding principal amount of such deferred premium payments shall not exceed $500,000Debt is increased; (f) Debt consisting reimbursement obligations of sureties the Parent and its Subsidiaries in respect of any surety bonds or bonds provided letters of credit otherwise permitted under this Agreement issued to any Governmental Authority or other Person and assuring secure payment of contingent liabilities of any insurance premiums, regulatory obligations, or trust fund obligations for the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment Parent or any of its Oil and Gas PropertiesSubsidiaries; (g) Debt Unfunded Liabilities not giving rise to an Event of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretionDefault; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in Capitalized Leases with an aggregate principal amount outstanding at any time not to exceed $500,000.250,000,000.00; provided that (i) before and after giving effect to the incurrence of such Debt, no Default or Event of Default shall have occurred or be continuing, (ii) the Leverage Ratio (calculated on a pro-forma basis as of the date of the issuance of such Debt after giving effect to the issuance of such Debt) shall not be greater than 2.40 to 1.00 and (iii) the Fixed Charge Coverage Ratio (calculated on a pro-forma basis as of the date of the issuance of such Debt after giving effect to the issuance of such Debt) shall not be less than 1.50 to 1.00; (i) Permitted Bond Obligations; (j) unsecured obligations other than Permitted Bond Obligations in respect of letters of credit, bonds and guaranties issued for the account of the Parent or any of its Subsidiaries to secure the Parent’s or any of its Subsidiaries’ performance obligations in the ordinary course of business with an aggregate face amount outstanding at time not to exceed $150,000,000.00 or its Equivalent Amount in another currency; provided that, before and after giving effect to the incurrence of such Debt, no Default or Event of Default shall have occurred or be continuing; (k) nonspeculative Financial Contract Obligations entered into in the ordinary course of business; (l) [Intentionally omitted];

Debts, Guaranties and Other Obligations. The Neither Borrower shall not, and shall not permit nor any of its Subsidiaries toGuarantor will incur, create, assume, suffer to exist, assume or in any manner become or be liable in respect ofof any indebtedness, nor will Borrower or any Debt exceptGuarantor guarantee or otherwise in any manner become or be liable in respect of any indebtedness, liabilities or other obligations of any other person or entity, whether by agreement to purchase the indebtedness of any other person or entity or agreement for the furnishing of funds to any other person or entity through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the indebtedness of any other person or entity, or otherwise, except that the foregoing restrictions shall not apply to: (ai) Debt the Notes and any renewal or increase thereof, or other indebtedness of the Borrower and its Subsidiaries under heretofore disclosed to Lenders in the Loan Documents;Borrower's Financial Statements or on Schedule "4" hereto; or (bii) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property taxes, assessments or services incurred in the ordinary course of business other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate reserves in accordance with diligently conducted, if such reserve as shall be 40 required by GAAP shall have been established;made therefor and levy and execution thereon have been stayed and continue to be stayed; or (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) indebtedness (other than in connection with a loan or lending transaction) incurred in the deferred premium payments associated with such Hedge Contracts shall be ordinary course of business, including, but not limited to the deferred premium payments indebtedness for put option contracts which are secured under the Loan Documentsdrilling, completing, leasing and reworking oil and gas xxxxx; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000;or (fiv) Debt consisting of sureties or bonds provided obligations under Rate Management Transactions permitted pursuant to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Section 13(m) hereof; or (v) indebtedness owed by Borrower to EXCO Resources, Inc. pursuant to a Cdn $150,000,000 promissory note issued to Borrower in connection with the operation acquisition of Borrower by EXCO Resources Canada Inc., which promissory note and the obligations owed on it are subordinated to obligations owed under this Agreement pursuant to the Subordination Agreement; or (vi) other indebtedness of any nature not in excess of $25,000 Canadian in outstanding principal amount in the aggregate; or (vii) indebtedness of EXCO owed pursuant to the U.S. Credit Agreement; or (viii) any renewals or extensions of (but not increases in) any of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000foregoing.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Restricted Subsidiaries under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into in the ordinary course listed on Part A of business Schedule 4.05 and any renewals, extensions, or replacements thereof; provided that the outstanding principal amount of such Debt shall may not exceed $1,500,000be increased; (c) Debt in the form of obligations for the deferred purchase price of Oil and Gas Property or services incurred acquired in the ordinary course of business which are is listed on Part B of Schedule 4.05 and incurred prior to November 14, 2007; provided that, such Debt (i) is not yet past due and payable or are (ii) is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt in the form of obligations for the deferred purchase price of Oil and Gas Property acquired in the ordinary course of business and incurred after November 14, 2007, which (i) is not yet past due and payable or is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (ii) is payable solely out of production revenues generated from the purchased Oil and Gas Properties; (iii) is due if, and only if, prices for crude oil or natural gas, as applicable, exceed certain thresholds agreed to between the seller and the buyer; (iv) cannot be accelerated or demanded for any reason unless and until such Debt becomes due as permitted in clause (iii) above; and (v) does not accrue any interest; provided that, the aggregate amount of Debt incurred by the Borrower and its Subsidiaries as permitted under this paragraph (d) shall not exceed $20,000,000; (e) Debt secured by the Liens permitted under paragraph paragraphs (bc) or (d) of Section 6.01 in an aggregate amount not to exceed $3,000,000 10,000,000 at any time; (ef) Debt under Hydrocarbon Hedge Agreements which Contracts that are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of creditrequirements, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the sum of (A) aggregate outstanding amount of such deferred premium payments plus (B) the outstanding unsecured Debt permitted under clause (n) below, shall not exceed $500,00015,000,000; (fg) 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 Restricted Subsidiaries in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (gh) Debt of the Borrower or to any Guarantor owing Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or to any other GuarantorRestricted Subsidiary; provided that that, such Debt is fully subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretionAgent; (hi) (i) the Initial Second Lien Debt that constitutes a renewaland (ii) any Second Lien Accordion Debt so long as (A) no Default exists before and after giving effect to the incurrence of such Second Lien Accordion Debt, refinancing or extension (B) before and after giving effect to such incurrence, the Borrower is in pro forma compliance with Sections 6.17, 6.18, and 6.19, and (C) contemporaneous with such incurrence, the Borrowing Base is automatically reduced as set forth in Section 2.02(e)(iv); (j) Senior Unsecured Notes and the guaranties given by Restricted Subsidiaries with respect thereto outstanding on the Amendment No. 11 Effective Date; (k) Additional Subordinated Debt of any the Borrower (other than Senior Unsecured Notes) and the guaranties given by Restricted Subsidiaries with respect thereto; provided that, (i) the principal amount of the Debt referred to permitted under this clause (dk) of this shall not exceed $65,000,000 in the aggregate, (ii) the Borrowing Base is reduced if and to the extent required by Section 6.022.02(e), (iii) the Debt Incurrence Proceeds thereof shall be applied to make the payments, if any, required under Section 2.05(b)(ii), and (iv) Second Lien Debt Payoff has occurred prior to or will occur contemporaneously with the incurrence thereof; (l) Senior Unsecured Notes which constitute Refinancing Debt and the guaranties given by Restricted Subsidiaries with respect thereto; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended Borrowing Base is reduced if and to cover any property not already subject to such Lienthe extent required by Section 2.02(e), and (ii) the principal amount of any Debt renewedIncurrence Proceeds thereof shall be applied to make the payments, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewalif any, refinancing or extensionrequired under Section 2.05(b)(ii); (im) Debt Banking Services Obligations secured under the Series A Preferred SharesLoan Documents; and (n) Other unsecured Debt which does not require the payment of interest or fees in cash; provided that, the sum of (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (Bi) the aggregate outstanding principal amount of such unsecured Debt plus (ii) the aggregate outstanding amount of the deferred premium payments permitted under clause (f) above, shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,00015,000,000.

Debts, Guaranties and Other Obligations. The Neither either Borrower shall notnor Guarantor will, and shall will not permit any of its Subsidiaries Subsidiary to, incur, create, assume, suffer to exist, assume or in any manner become or be liable in respect ofof any indebtedness, or guarantee or otherwise in any Debt exceptmanner become or be liable in respect of any indebtedness, liabilities or other obligations of any other Person, whether by agreement to purchase the indebtedness of any other Person or agreement for the furnishing of funds to any other Person through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the indebtedness of any other Person, or otherwise, except that the foregoing restrictions shall not apply to: (ai) Debt of the Borrower Notes and its Subsidiaries under any renewal or increase thereof, or other indebtedness heretofore disclosed to Lenders in the Loan Documents;Borrowers' or Guarantor's Financial Statements or on Schedule "4" hereto; or (bii) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property taxes, assessments or services incurred in the ordinary course of business other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate reserves in accordance with diligently conducted, if such reserve as shall be required by GAAP shall have been established;made therefor and levy and execution thereon have been stayed and continue to be stayed; or (diii) Debt secured by indebtedness (other than in connection with a loan or lending transaction) incurred in the Liens ordinary course of business which is not more than 60 days past due, including, but not limited to indebtedness for drilling, completing, leasing and reworking oil and gas xxxxx; or (iv) obligations under Rate Management Transactions permitted under paragraph pursuant to Section 13(l) hereof; or (bv) of Section 6.01 in an aggregate amount the Subordinated Debt, not to exceed an aggregate principal amount of $3,000,000 75,000,000 outstanding at any time;; or (evi) Debt under Hydrocarbon Hedge Agreements which are other indebtedness not prohibited by exceeding $1,000,000 in the terms aggregate for Borrowers, Guarantor and Subsidiaries outstanding at any time; or (vii) any renewals or extensions of Section 6.14; provided that (i) such Debt shall not be securedbut, other than such Debt owing to Swap Counterparties which are secured under in the Loan Documentscase of the Notes, (iinot increases in) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000foregoing.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established;; -80- (dc) Debt secured by the Liens permitted under paragraph (bSection 6.01(b); provided that the sum of such Debt and the unsecured Debt permitted under Section 6.02(j) of Section 6.01 in an aggregate amount does not to exceed $3,000,000 5,000,000 at any time; (ed) Debt under Hydrocarbon Hedge Agreements or Interest Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (fe) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (f) Intercompany Debt; (g) Debt constituting letters of credit for the account of any member of the Borrower Loan Parties provided as security (i) for any matter in connection with which a Lien would be permitted but has not been granted under paragraphs (k), (m) or any Guarantor owing to the Borrower or to any other Guarantor(n) of Section 6.01; provided that the amount of such Debt is subordinated to shall not exceed the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt underlying obligations that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall would be extended to cover any property not already subject to secured by such Lien, and (ii) to secure payment obligations in connection with self-insurance or similar requirements in the principal amount ordinary course of any business; (h) Debt renewedarising from the honoring by a bank or other financial institution of a check, refinanced draft or extended shall similar instrument drawn against insufficient funds in the ordinary course of business if such Debt is extinguished within two (2) Business Days of incurrence and does not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension$500,000; (i) Debt under the Series A Preferred SharesBusiness Loan Agreement secured by the Existing Mortgage and not to exceed $7,000,000 for so long as Borrower owns the Headquarters; (j) Debt not otherwise permitted under this Section 6.02, provided, that (i) such Debt is not secured by any Lien, and (ii) the aggregate amount of such Debt plus the aggregate amount of Debt permitted under Section 6.02(c) shall not exceed $5,000,000 at any time; (k) Debt consisting of preferred stock; provided thatthat (i) no redemptions, dividends, distributions, or other payments shall be made or required to be made in respect of such preferred stock prior to the date that is 180 days after the Maturity Date, (ii) such preferred stock shall not be subject to any covenants that are more restrictive than those set forth in this Agreement, (iii) on the date such preferred stock is issued, the Borrower shall be in compliance with the covenants set forth in this Agreement, including without limitation those set forth in Sections 6.18, 6.19 and 6.20, on a pro forma basis after giving effect to the issuance of such preferred stock, as though such preferred stock had been issued as of the last day of the immediately preceding fiscal quarter; (l) Debt in a principal amount not to exceed $5,400,000 incurred in connection with the acquisition and refurbishment of a used Oilwell E-2000 drilling rig and the acquisition of equipment necessary to refurbish it; provided that such Debt (i) is secured only by such rig and such equipment necessary to refurbish it and not by any other assets of the Borrower and its Subsidiaries, and (ii) is not increased in amount; (m) Debt incurred in connection with a Permitted Acquisition in an aggregate amount not to exceed $10,000,000; (n) Debt incurred to finance the payment of any insurance premiums incurred in the ordinary course of business not to exceed $500,000 in the aggregate secured by Liens permitted under Section 6.01(n); (o) Debt of the Borrower and its Subsidiaries with respect to the Senior Unsecured Notes; provided that (A) other than the extension principal amount of the maturity date thereof, the terms, conditions and provisions of all such Debt (including but not limited to, the subordination terms thereof) Senior Unsecured Notes shall not be amendedexceed $300,000,000, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount Senior Unsecured Notes are unsecured, (C) the Borrowing Base shall be adjusted as of the date of the issuance of the Senior Unsecured Notes by the amount, if any, as provided in Section 2.02(f), (D) the Borrower shall be in pro forma compliance with Section 6.18, Section 6.19 and Section 6.20, after giving effect to the incurrence of such Senior Unsecured Notes and any concurrent repayment of Debt, (E) such Senior Unsecured Notes do not provide for any scheduled repayment or mandatory Redemption or required deposit in a sinking fund prior to six months after the Maturity Date (other than customary mandatory offers to purchase upon a change of control, and customary acceleration rights after an event of default), (F) no Default or Event of Default then exists or would exist after giving effect to the incurrence of such Senior Unsecured Notes and any concurrent repayment of Debt, and (G) the terms of the Senior Unsecured Notes Documents are otherwise acceptable to the Administrative Agent in its reasonable discretion. (p) Subordinated Debt; provided that (A) the Borrower is in pro forma compliance with the financial covenant in Section 6.20, after giving effect to the incurrence of such Subordinated Debt and any concurrent repayment of Debt, (B) the Borrowing Base shall be adjusted as of the date of the issuance of the Subordinated Debt by the amount, if any, as provided in Section 2.02(f), and (C) no Default or Event of Default then exists or would exist after giving effect to the incurrence of such Subordinated Debt and any concurrent repayment of Debt. In addition, the Borrower shall not increase other than as a result of dividend payments which have been added permit Canadian Abraxas to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt create, assume, suffer to exist, or in an aggregate amount outstanding at any time not to exceed $500,000manner become or be liable in respect of, any Debt.

Debts, Guaranties and Other Obligations. The (a) Neither the Parent nor the Subsidiary Borrower shall shall, and neither of them will permit any of the Restricted Subsidiaries or any Other Guarantor to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to any Debt (including Acquired Debt), none of Parent, the Subsidiary Borrower, any of the Restricted Subsidiaries or any Other Guarantor will issue any Disqualified Stock, and the Subsidiary Borrower will not, and shall not neither Parent nor the Subsidiary Borrower, will permit any of its the Restricted Subsidiaries or any Other Guarantor to, create, assume, suffer to exist, or in issue any manner become or be liable in respect of, any Debt shares of preferred stock except: (ai) Debt of the Borrower and its Subsidiaries under the Loan Documents; (bii) Debt under customary insurance premium in respect of the Senior Notes in an aggregate principal amount not to exceed $2,000,000,000 at any time outstanding; (iii) Existing Debt; (iv) Debt of the Parent in respect of the F3 Capital Note in an aggregate principal amount not to exceed $60,000,000 at any time outstanding and the payment, or accretion, of interest on the F3 Capital Note pursuant to the terms of such F3 Capital Note; (v) Debt of the Subsidiary Borrower and the Restricted Subsidiaries of Debt represented by obligations with respect to Capital Leases, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing arrangements entered into all or any part of the purchase price or cost of design, construction, installation or improvement of property (real or personal), plant or equipment used in the ordinary course business of business the Subsidiary Borrower or the Restricted Subsidiaries, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Debt incurred pursuant to this clause (f), not to exceed $10,000,000 at any time outstanding; provided that the Subsidiary Borrower or any Restricted Subsidiary may incur an additional $10,000,000 of obligations with respect to Capital Leases at any one time outstanding principal amount to the extent that any operating leases are redesignated as Capital Leases for accounting purposes; (vi) Debt of (a) Parent or (b) the Subsidiary Borrower and the Restricted Subsidiaries incurred and outstanding on or prior to the date on which a new Restricted Subsidiary is acquired by Parent, the Subsidiary Borrower or such Subsidiary (other than Debt incurred in contemplation of, or in connection with, the transaction or series of related transactions pursuant to which such Subsidiary became a Restricted Subsidiary of or was otherwise acquired by Parent, the Subsidiary Borrower or such Subsidiary); provided, however, that (a) on the date that such Subsidiary is acquired by, or is merged into Parent, the Subsidiary Borrower or such Subsidiary, Parent or the Subsidiary Borrower, as applicable, would have been able to incur at least $1.00 of additional Debt pursuant to the applicable ratio set forth clause (a)(xv) or (a)(xvi), as the case may be, of this Section 6.02 after giving effect to the incurrence of such Debt shall not exceed $1,500,000pursuant to this clause (a)(vi); and (b) the new Subsidiary becomes a Guarantor; (cvii) Permitted Refinancing Indebtedness of the Parent, the Subsidiary Borrower or any Restricted Subsidiary in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Debt (other than intercompany Debt) that was permitted by this Agreement to be incurred under clauses (ii), (iii), (iv), this clause (vii), (xv) and (xvi) of this Section 6.02(a); (viii) The incurrence by the Subsidiary Borrower or any Restricted Subsidiary of intercompany indebtedness; provided, however, that: (A) if the Subsidiary Borrower or any Restricted Subsidiary is the obligor on such Debt and the payee is not the Subsidiary Borrower or any Restricted Subsidiary, such Debt must be expressly subordinated to the prior payment in full in cash of all obligations then due with respect to the form Senior Notes, this Agreement and any Guarantee of either of the foregoing; and (B) any (1) subsequent issuance or transfer of Equity Interests that results in any such Debt being held by a Person other than the Subsidiary Borrower or any Restricted Subsidiary, or (2) sale or other transfer of any such Debt to a Person that is not the Subsidiary Borrower or any Restricted Subsidiary, will be deemed, in each case, to constitute an incurrence of such Debt by the Subsidiary Borrower or any Restricted Subsidiary, as the case may be, that was not permitted by this clause (viii); (ix) obligations for the deferred purchase price (contingent or otherwise) of Property any Borrower or services any Restricted Subsidiary existing or arising under any Swap Contract incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been establishedbusiness; (dx) Debt secured Guaranties by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Subsidiary Borrower or any Restricted Subsidiary of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Subsidiary Borrower or any Guarantor owing a Restricted Subsidiary that was permitted to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) be incurred by another provision of this Section 6.02; provided that if the Debt being guaranteed is subordinated to or pari passu with the Senior Notes and the Obligations, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Debt guaranteed; (ixi) no Lien existing at Debt of the time Subsidiary Borrower or any Restricted Subsidiary in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, and performance and surety bonds in the ordinary course of business; (xii) Debt of the Subsidiary Borrower or any Restricted Subsidiary arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Debt is covered within five Business Days; (xiii) Debt of the Subsidiary Borrower or any Restricted Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Subsidiary Borrower or any Restricted Subsidiary pursuant to such agreements, in any case incurred in connection with the disposition of any business, assets or Guarantor (other than Guarantees of Debt incurred by any Person acquiring all or any portion of such renewalbusiness, refinancing assets or extension shall be extended to cover any property not already subject to Restricted Subsidiary for the purpose of financing such Lienacquisition), and (ii) so long as the principal amount of any Debt renewed, refinanced or extended shall does not exceed the amount of gross proceeds actually received by the Subsidiary Borrower or any Restricted Subsidiary in connection with such Debt outstanding immediately prior to such renewal, refinancing or extensiondisposition; (ixiv) additional Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereofParent, the termsSubsidiary Borrower or any Restricted Subsidiary in an aggregate principal amount (or accreted value, conditions and provisions of such as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Debt incurred pursuant to this clause (xiv), not to exceed $10,000,000; (xv) additional Debt (including but not limited toAcquired Debt) and Disqualified Stock of Parent, if the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent Fixed Charge Coverage Ratio of the Majority LendersBorrowers and the Restricted Subsidiaries on a consolidated basis, and (B) for the amount most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Debt is incurred or such Disqualified Stock is issued, as the case may be, would have been at least 2.0 to 1, determined on a pro forma basis, as if the additional Debt had been incurred or the Disqualified Stock or other shares of preferred stock had been issued, as the case may be, on the first day of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Sharesfour-quarter period; and (jxvi) additional Debt (including Acquired Debt) and Disqualified Stock or other shares of preferred stock of the Subsidiary Borrower or any Restricted Subsidiary, if the Leverage Ratio for the Subsidiary Borrower and the Restricted Subsidiaries on a consolidated basis for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Debt is incurred or such Disqualified Stock or other shares of preferred stock is issued, as the case may be, would have been less than 2.5 to 1, in each case determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Debt had been incurred or the Disqualified Stock or other shares of preferred stock had been issued, as the case may be, on the first day of such four-quarter period, determined on a pro forma basis, as if the additional Debt had been incurred or the Disqualified Stock or other shares of preferred stock had been issued, as the case may be, on the first day of such four-quarter period. (b) None of Parent, the Subsidiary Borrower or any of the Restricted Subsidiaries or any Other Guarantor will incur any Debt (including Debt permitted by this Section 6.02) that is contractually subordinated in right of payment to any other Debt of Parent, the Subsidiary Borrower or such Restricted Subsidiary or Other Guarantor unless such Debt is also contractually subordinated in right of payment to the Obligations on substantially identical terms; provided, however, that no Debt will be deemed to be contractually subordinated in right of payment to any other Debt solely by virtue of being unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000or by virtue of being secured on a junior Lien basis.

Debts, Guaranties and Other Obligations. The Without the consent of Majority Banks, neither Borrower shall not, and shall not permit any of its Subsidiaries towill incur, create, assume, suffer to exist, assume or in any manner become or be liable in respect ofof any indebtedness, nor will either Borrower guarantee or otherwise in any Debt exceptmanner become or be liable in respect of any indebtedness, liabilities or other obligations of any other person or entity, whether by agreement to purchase the indebtedness of any other person or entity or agreement for the furnishing of funds to any other person or entity through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the indebtedness of any other person or entity, or otherwise, except that the foregoing restrictions shall not apply to: (ai) Debt the Notes and any renewal or increase thereof, or other indebtedness of the Borrower and its Subsidiaries under Borrowers heretofore disclosed to Banks in the Loan Documents;Borrowers' Financial Statements or on Schedule "3" hereto; or (bii) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property taxes, assessments or services incurred in the ordinary course of business other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate reserves in accordance with diligently conducted, if such reserve as shall be required by GAAP shall have been established;made therefor and levy and execution thereon have been stayed and continue to be stayed; or (diii) Debt secured indebtedness (other than in connection with a loan or lending transaction) incurred in the ordinary course of business, including, but not limited to indebtedness for drilling, completing, leasing and reworking oil and gas xxxxx or the treatment, distribution, transportation of sale of production therefrom and loans or lending transactions in which the outstanding principal balance does not exceed $500,000 at any time and which does not result in the imposition of a Lien other than a Permitted Lien; or; or (iv) indebtedness issued pursuant to an indenture providing for the sale of notes to the public not exceeding the face amount of $200,000,000, which indebtedness (A) is expressly subordinated (to the satisfaction of Majority Banks) to all obligations owed the Banks hereunder and under the Notes, (B) is issued by the Liens permitted under paragraph Borrowers or an Affiliate of the Borrowers, within one hundred eighty (b180) days of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of creditEffective Date, and (iiiC) the deferred premium payments associated with such Hedge Contracts shall net proceeds of which are used in part to repay or reduce the outstanding balance on the Notes, said indebtedness to be limited approved in advance by Majority Banks, which approval will not be unreasonably withheld; or (v) other indebtedness owed to Affiliates of Borrowers which is expressly made subordinate to the deferred premium payments for put option contracts which are secured indebtedness owed hereunder and under the Loan DocumentsNotes, which subordination is approved in advance by Majority Banks, which approval will not be unreasonably withheld; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000;or (fvi) Debt consisting any renewals or extensions of sureties or bonds provided to (but not increases in) any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000foregoing.

Debts, Guaranties and Other Obligations. (i) The Borrower shall not, and shall Company will not permit any of its Restricted Subsidiaries to(other than APC) to incur, create, assume, suffer to exist, assume or in any manner become or be liable in respect ofof any Indebtedness (including obligations for the payment of rentals); and the Company will not permit any of its Restricted Subsidiaries (other than APC) to Guarantee or otherwise in any way become or be responsible for obligations of any other Person, whether by agreement to purchase the Indebtedness of any Debt exceptother Person or agreement for the furnishing of funds to any other Person through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the Indebtedness of any other Person, or otherwise, except that the foregoing restrictions will not apply to: (a) Debt liabilities, direct or contingent, of any Restricted Subsidiary existing on the Borrower date of this Agreement which are reflected in the Financial Statements or the Disclosure Statement and its Subsidiaries under the Loan Documentsall renewals, extensions, refinancings and rearrangements, but not increases, thereof; (b) Debt under customary insurance premium financing arrangements entered into endorsements of negotiable or similar instruments for collection or deposit in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000business; (c) Debt trade payables, lease acquisition and lease maintenance obligations, extensions of credit from suppliers or contractors, liabilities incurred in the form exploration, development and operation of any Restricted Subsidiary's oil and gas properties or similar obligations for the deferred purchase price of Property or services from time to time incurred in the ordinary course of business business, other than for borrowed money, which are paid within 90 days after the invoice date (inclusive of applicable grace periods) or (i) are being contested in good faith, if such reserve as required by GAAP has been made therefor or (ii) trade accounts payable of any Restricted Subsidiaries (with respect to which no legal proceeding to enforce collection has been commenced or, to the knowledge of any Responsible Officer of the (49) Company, threatened) not exceeding, in the aggregate at any time outstanding, $25,000,000; (d) taxes, assessments or other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate reserves in accordance with diligently conducted, if such reserve as will be required by GAAP will have been established; (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any timemade therefor; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited intercompany Indebtedness owed to the Company by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries Restricted Subsidiary and intercompany Indebtedness owed to any margin call requirements including Restricted Subsidiary by any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited other Restricted Subsidiary which is fully subordinated to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000Obligations; (f) Debt consisting any Guarantee by any Restricted Subsidiary of sureties payment or bonds provided to performance by any Governmental Authority or other Person and assuring payment of contingent liabilities of Restricted Subsidiary under any agreement so long as the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; obligation guaranteed does not constitute Indebtedness for borrowed money; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to Guarantee by any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretionRestricted Subsidiary permitted by Section 10.3; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall Each Company will not permit any of its Subsidiaries toincur, create, assume, suffer to exist, assume or in any manner become or be liable in respect of, of any Debt exceptdirect or contingent, except for: (a) Debt of The Indebtedness to the Borrower Agent and its Subsidiaries the Lenders under this Agreement and the Loan Documents;Notes. (b) Customary trade payables or operating leases, and endorsements of negotiable instruments for deposit or collection, all from time to time incurred in the ordinary course of business. (c) Debt under operating agreements, unitization and pooling agreements and orders, farmout agreements and gas balancing agreements, in each case that are customary insurance premium financing arrangements in the oil, gas and mineral production business and that are entered into in the ordinary course of business provided business. [For the avoidance of doubt, it is acknowledged that this covenant is separate and independent of the outstanding principal amount Event of such Debt shall not exceed $1,500,000;Default under Subsection 8.1(n).] (cd) Debt in the form of obligations for the deferred purchase price of Property Taxes, assessments or services incurred in the ordinary course of business other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate reserves in accordance with GAAP diligently conducted, if such reserve as shall be required by generally accepted accounting principles shall have been established; (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time;made therefor. (e) Debt Hedging Obligations incurred under Hydrocarbon Permitted Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000;Agreements. (f) Debt consisting of sureties or bonds provided owing by a Subsidiary to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties;Borrower. (g) The PVOG Production Payment; provided, the Borrower shall not (i) prepay any portion of such Debt before it is due while a Default has occurred and is continuing, (ii) allow the amount owing thereunder to exceed at any one time $2,050,000.00 outstanding, nor (iii) amend any of the Borrower documents evidencing or any Guarantor owing pertaining to the Borrower PVOG Production Payment as in effect on the Closing Date or to enter into any other Guarantor; provided that such Debt is subordinated new agreements pertaining thereto which affect the terms of the PVOG Production Payment adversely to the Obligations on terms acceptable to Borrower, in each case without the Administrative Agent in its sole discretion;Agent’s and the Required Lenders’ prior written consent. (h) Debt that constitutes a renewalQualified Redeemable Preferred Equity existing on the Closing Date, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at on terms complying with the time of such renewaldefinition thereof, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall which does not exceed the amount of such Debt outstanding immediately prior to such renewalMaximum Subordinated Amount, refinancing or extension;provided that the conditions in Sections 6.10 and 6.11 are satisfied. (i) Convertible Debt under existing on the Series A Preferred Shares; provided thatClosing Date, (A) other than on terms complying with the extension of the maturity date definition thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and. (j) Other unsecured Debt under the Guaranty Agreement dated November 1, 2009 by the Borrower in an aggregate amount outstanding at any time not to exceed $500,000favor of Endeavor JV, guaranteeing (only) the obligations of Endeavor under the Gas Gathering Agreement, the Pipeline Operating Agreement and the Assignment of Contract Rights among Endeavor JV, Endeavor and Borrower, dated as of November 1, 2009. (k) 2009 Convertible Debt existing on the Closing Date, on terms complying with the definition thereof.

Debts, Guaranties and Other Obligations. The Without the consent of Majority Banks, no Borrower shall not, and shall not permit any of its Subsidiaries towill incur, create, assume, suffer to exist, exist or in any manner become or be liable in respect ofof any indebtedness, nor will a Borrower guarantee or otherwise in any Debt exceptmanner become or be liable in respect of any indebtedness, liabilities or other obligations of any other person or entity, whether by agreement to purchase the indebtedness of any other person or entity or agreement for the furnishing of funds to any other person or entity through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the indebtedness of any other person or entity, or otherwise, except that the foregoing restrictions shall not apply to: (ai) Debt the Notes and any renewal or increase thereof, or other indebtedness of the Borrower and its Subsidiaries under Borrowers heretofore disclosed to Banks in the Loan Documents;Borrowers' Financial Statements or on Schedule "3" hereto; or (bii) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property taxes, assessments or services incurred in the ordinary course of business other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate reserves in accordance with diligently conducted, if such reserve as shall be required by GAAP shall have been establishedmade therefor and levy and execution thereon have been stayed and continue to be stayed; or (iii) indebtedness (other than in connection with a loan or lending transaction) incurred in the ordinary course of business, including, but not limited to indebtedness for drilling, completing, leasing and reworking oil and gas wells or the treatment, dxxxxxbution, transportation of sale of production therefrom and loans or lending transactions in which the outstanding principal balance does not exceed $500,000 at any time and which does not result in the imposition of a Lien other than a Permitted Lien; or; (div) Debt secured indebtedness currently outstanding issued pursuant to an indenture governing the Senior Subordinated Notes and any other indebtedness issued pursuant to an indenture providing for the sale of notes to the public not exceeding the face amount of $150,000,000.00, which indebtedness (A) is expressly subordinated (to the satisfaction of Majority Banks) to all obligations owed the Banks hereunder and under the Notes, (B) is issued by the Liens permitted under paragraph Borrowers or an Affiliate of the Borrowers, within one hundred eighty (b180) days of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of creditEffective Date, and (iiiC) the deferred premium payments associated with such Hedge Contracts shall net proceeds of which are used in part to repay or reduce the outstanding balance on the Notes, said indebtedness to be limited approved in advance by Majority Banks, which approval will not be unreasonably withheld; or (v) other indebtedness owed to Affiliates of Borrowers which is expressly made subordinate to the deferred premium payments for put option contracts which are secured indebtedness owed hereunder and under the Loan DocumentsNotes, which subordination is approved in advance by Majority Banks, which approval will not be unreasonably withheld; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000;or (fvi) Debt consisting any renewals or extensions of sureties or bonds provided to (but not increases in) any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000foregoing.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries to, createCreate, assume, suffer to exist, exist or in any manner become or be liable liable, in respect of, of any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Documents; (b) unsecured Debt under customary insurance premium financing arrangements entered into in owing by any Loan Party to the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property Parent or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14other Loan Party; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured constitute Collateral under the Loan DocumentsSecurity Agreement, (ii) such Debt shall not obligate be on terms (including subordination terms) acceptable to the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, Facility Agent and (iii) be otherwise permitted under the deferred premium payments associated provisions of Section 6.05; (c) Guarantees of the Parent or any Subsidiary in respect of Debt otherwise permitted hereunder of the Parent or any other Loan Party; (d) Debt in connection with such Hedge Contracts shall be limited any guarantees in favor of any protection and indemnity or War Risk associations to the deferred premium payments for put option contracts which extent such guarantees are secured under required in connection with any insurance policies; (e) Charter Obligations of the Loan Documents; provided that, the Parent and its Subsidiaries in an aggregate outstanding amount of such deferred premium payments shall not to exceed $500,00050,000,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with Parent or any Subsidiary incurred to finance the operation acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Debt that do not increase the Oil 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 Gas Properties, including with respect to plugging, facility removal and abandonment (ii) the aggregate principal amount of its Oil and Gas PropertiesDebt permitted by this paragraph shall not exceed $5,000,000 at any time outstanding; (g) Debt obligations (contingent or otherwise) of the Borrower Parent or any Guarantor Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with interest rates under this Agreement, foreign exchange liabilities or commodity expenses held or reasonably anticipated by such Person, and not for purposes of speculation or taking a “market view;” and (ii) interest rate Swap Contracts may not cover a notional amount greater than 50% of the aggregate outstanding Term Advances and for a term of not more than seven (7) years; (h) Debt in respect of Capital Leases and Synthetic Lease Obligations; provided, however, that the aggregate amount of all such Debt at any one time outstanding shall not exceed $5,000,000; (i) Guaranties in connection with Rig Construction Contracts or buyer indemnities per the Share Purchase Agreement; (j) Guaranty by the Parent of the obligations of Mandarin under Drillship Documents; (k) Drillship Debt; provided that after giving effect to such transaction on a pro forma basis, the Parent would have been in compliance with Sections 6.17 through 6.21 as of the end of the most recent fiscal quarter; (l) Guaranties by the Parent of obligations of any Bidding Entity in connection with the submission of a bid in an aggregate amount not to exceed $25,000,000; (m) Debt outstanding under one or more unsecured short term money market credit facilities the principal amount of which does not exceed $5,000,000 in the aggregate; (n) unsecured Debt incurred in the ordinary course of business in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; and (o) unsecured Debt owing to Vantage Energy by Parent or OGIL in respect of the Borrower or funds held in trust at Vantage Energy and used to any other Guarantorpay the respective obligations of Parent to TMT and OGIL to Shipyard, in each case, on the Closing Date; provided that such Debt is subordinated to paid in full within 90 days after the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000Closing Date.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries other Loan Party to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Subsidiaries Loan Parties under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by the Liens permitted under paragraph paragraphs (b) or (c) of Section 6.01 and any obligations that are Debt permitted under Section 6.09 in an aggregate amount not to exceed $3,000,000 1,000,000 at any time; (ec) Debt under Hydrocarbon Hedge Agreements which Transactions that are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Lender Hedge Counterparties which are secured under the Loan Documents, Documents and (ii) such Debt shall not obligate the Borrower contain any requirement, agreement or covenant for any of its Subsidiaries to any margin call requirements including any requirement Loan Party to post cash collateral, property collateral or (including a letter of credit, and (iii) the deferred premium payments associated with or margin to secure their obligations under such Hedge Contracts shall be limited Transactions or to the deferred premium payments for put option contracts which are secured under the Loan Documentscover market exposures; provided that, the aggregate outstanding amount of such deferred premium payments this clause (ii) shall not exceed $500,000prevent a Lender Hedge Counterparty from requiring the obligations under its Hedge Transactions with any Loan Party to be secured by the Liens granted to Administrative Agent under the Security Instruments pursuant to such Security Instruments; (fd) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower any Loan Party in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties, in an aggregate outstanding principal amount not at any time to exceed $2,000,000; (e) Debt of any Loan Party owing to any other Loan Party; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Loan Party, and, provided further, that any such Debt shall be subordinated to the Secured Obligations on terms set forth in the Guaranty; (f) endorsements of negotiable instruments for collection in the ordinary course of business; (g) Debt of the Borrower or any Guarantor owing to the Borrower or an insurance provider and consisting of obligations to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretionpay insurance premiums; (h) Debt that constitutes a renewaltrade payables which may be incurred from time to time in the ordinary course of business which are not greater than ninety (90) days past the date the invoice was received by the Borrower or delinquent, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at unless the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Liensame are being contested in good faith by appropriate proceedings, and (ii) the principal amount of any Debt renewed, refinanced or extended such reserve as may be required by GAAP shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension;have been made therefor; and (i) Debt under the Series A Preferred Sharesother unsecured Debt; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the aggregate outstanding principal amount of such unsecured Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000Subordinated Debt; (c) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties Counerparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of creditrequirements, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000.

Debts, Guaranties and Other Obligations. The Borrower shall will not, and shall will not permit any of its Subsidiaries toSubsidiary to incur, create, assume, suffer to exist, assume or in any manner become or be liable in respect of, of any Debt except(including obligations for the payment of rentals), and Borrower will not, and will not permit a Subsidiary to, guarantee or otherwise in any way become or be responsible for obligations of any other Person, whether by agreement to purchase the Debt of any other Person or agreement for the furnishing of funds to any other Person through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the Debt of any other Person, or otherwise, except that the foregoing restrictions shall not apply to: (a) Debt of the Borrower and its Subsidiaries under the Loan DocumentsNotes or other Indebtedness owed to Lender; (b) Debt under customary insurance premium financing arrangements entered into liabilities, direct or contingent, of Borrower and its Subsidiaries existing on the Closing Date which are reflected in the ordinary course of business Financial Statements or have been disclosed to Lender in writing, and any renewals and extensions (but not increases) thereof (provided that such extensions and renewals are on materially the outstanding principal amount of such Debt shall not exceed $1,500,000same terms as in effect on the Closing Date); (c) Debt incurred to finance the acquisition of capital assets and any Debt assumed in connection with the form acquisition of obligations for the deferred purchase price of Property any such assets or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by a Lien on any such assets prior to the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14acquisition thereof; provided that (i) such Debt is incurred prior to or within 90 days after such acquisition and (ii) the aggregate principal amount of Debt permitted by this clause (c) shall not be securedexceed $5,000,000 at any time outstanding; (d) to the extent constituting Debt, liabilities in relation to operating leases and operating lease agreements; (e) endorsements of negotiable or similar instruments for collection or deposit in the ordinary course of business; (f) trade payables or similar obligations from time to time incurred in the ordinary course of business other than such for borrowed money; Exhibit 10.01 2023 10-K (g) taxes, assessments or other government charges which are not yet due or are being contested pursuant to Section 4.02 hereof; (h) (i) Debt of any Loan Party owing to Swap Counterparties which are secured under the any other Loan DocumentsParty, (ii) such Debt shall of any Subsidiary that is not obligate the Borrower or any of its Subsidiaries a Guarantor owing to any margin call requirements including any requirement to post cash collateral, property collateral or other Subsidiary that is not a letter of creditGuarantor, and (iii) unsecured Debt of any Loan Party owing to a Subsidiary that is not a Guarantor and Debt of any Subsidiary that is not a Guarantor owing to any Loan Party so long as, in the deferred premium payments associated with case of this clause (iii), (A) any instrument evidencing such Hedge Contracts shall be limited Debt is pledged to the deferred premium payments for put option contracts which are secured Lender to the extent required under the Loan Documents; provided that, Security Agreement and (B) the aggregate outstanding principal amount of such deferred premium payments shall Debt incurred pursuant to this clause (iii) does not exceed $500,000; (f) Debt consisting of sureties or bonds provided to 2,000,000 at any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extensionoutstanding; (i) Debt under the Series A Preferred Shares; provided that, listed on Schedule 5.01 attached hereto; (Aj) other than Debt not to exceed $5,000,000 in the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in aggregate at any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Sharestime outstanding; and (jk) Other unsecured Debt in an aggregate amount outstanding at of any time Subsidiary that is not a Guarantor owing to exceed $500,000any Loan Party to the extent permitted pursuant to Section 5.03(g).

Debts, Guaranties and Other Obligations. The Without the consent of Majority Banks, neither Borrower shall not, and shall not permit any of its Subsidiaries tonor Guarantor will incur, create, assume, suffer to exist, assume or in any manner become or be liable in respect ofof any indebtedness, nor will Borrower or Guarantor guarantee or otherwise in any Debt exceptmanner become or be liable in respect of any indebtedness, liabilities or other obligations of any other person or entity, whether by agreement to purchase the indebtedness of any other person or entity or agreement for the furnishing of funds to any other person or entity through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or -41- discharging the indebtedness of any other person or entity, or otherwise, except that the foregoing restrictions shall not apply to: (ai) Debt the Notes and any renewal or increase thereof, or other indebtedness of the Borrower and its Subsidiaries under heretofore disclosed to Banks in the Loan Documents;Borrower's Financial Statements or on Schedule "4" hereto; or (bii) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property taxes, assessments or services incurred in the ordinary course of business other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate reserves in accordance with diligently conducted, if such reserve as shall be required by GAAP shall have been established;made therefor and levy and execution thereon have been stayed and continue to be stayed; or (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; indebtedness (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower than in connection with a loan or lending transaction) incurred in the operation ordinary course of the Oil and Gas Propertiesbusiness, including with respect to pluggingincluding, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited toto indebtedness for drilling, the subordination terms thereofcompleting, leasing and reworking oil and gas xxxxx; or (iv) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined indebtedness owed by Borrower to be adverse Guarantor by Guarantor to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than Borrower as a result of dividend payments which have been added intercompany loans or advances; or (v) indebtedness evidenced by the Senior Unsecured Notes; or (vi) indebtedness evidenced by the Discount Notes; or (vii) letter of credit issued to Xxxx Production Services in the principal amount thereof as elected by certain holders of $275,000 to expire October 31, 1998; or (viii) any renewals or extensions of (but not increases in) any of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000foregoing.

Debts, Guaranties and Other Obligations. The Borrower shall will not, and shall will not permit any of its Subsidiaries or any Holdco Entity to, create, assume, suffer to exist, or in any manner become or be liable liable, in respect of, of any Debt except: (a) Debt of the Borrower and its Subsidiaries and the Holdco Entities under the Loan Credit Documents; (b) Debt under customary insurance premium financing arrangements entered into of the Borrower, its Subsidiaries and the Holdco Entities existing on the Amendment No. 2 Closing Date and disclosed in the ordinary course of business provided that attached Schedule 6.02 and any extensions, rearrangements and modifications thereof which do not increase the outstanding principal amount thereof or the interest rate charged thereon above a market rate of such Debt shall not exceed $1,500,000interest; (c) Debt in of the form Borrower or any of obligations for the deferred purchase price of Property its Subsidiaries or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by the Liens permitted any Holdco Entity under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14Swap Contract; provided that (i) such Debt shall was incurred by the Borrower, such Subsidiary or such Holdco Entity for general partnership, limited liability company or corporate purposes, as applicable, including for the purposes of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documentsfor speculative purposes, (ii) such Debt shall not obligate the Borrower or Swap Contract is permitted under any of its Subsidiaries risk management policy approved by such Person’s governing body from time to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credittime, and (iii) such Swap Contract does not contain any provision exonerating the deferred premium non-defaulting party from its obligation to make payments associated with such Hedge Contracts shall be limited on outstanding transactions to the deferred defaulting party; (d) Debt in respect of endorsement of negotiable instruments in the ordinary course of business; (e) Debt in respect of (x) insurance premium payments financing for put option contracts which are secured insurance being acquired by the Borrower, its Subsidiaries or any Holdco Entity under customary terms and conditions or (y) customary take-or-pay obligations contained in supply or service agreements, in each case in the Loan Documents; provided that, the aggregate outstanding amount ordinary course of such deferred premium payments shall not exceed $500,000business; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of between the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment any of its Oil and Gas Propertieswholly-owned Subsidiaries or any Holdco Entity; (g) Debt between any wholly-owned Subsidiary of the Borrower and any other wholly-owned Subsidiary of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretionHoldco Entity; (h) Debt that constitutes a renewal, refinancing or extension secured by Xxxxx permitted under Section 6.01(h) which does not exceed the greater of any Debt referred to clause (dx) $75,000,000 and (y) two and one-half percent (2.5%) of this Section 6.02; provided that the Borrower's Consolidated Net Tangible Assets in aggregate principal amount at any time outstanding; (i) no Lien Debt assumed in connection with an Acquisition and secured by Xxxxx permitted under Section 6.01(i); provided that, such Debt is existing at the time of such renewal, refinancing or extension shall be extended to cover any property Acquisition and is not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount incurred solely in contemplation of such Debt outstanding immediately prior to such renewal, refinancing or extensionAcquisition; (ij) Permitted Note Debt including, without limitation, any guaranty thereof; (k) secured Debt, not exceeding the greater of (x) $75,000,000 and (y) two and one-half percent (2.5%) of the Borrower's Consolidated Net Tangible Assets in aggregate principal amount at any time outstanding; (l) guaranties of the Borrower in respect of Debt of any of its Subsidiaries or any Holdco Entity or guaranties of any Guarantor in respect of Debt of Borrower, or any other Guarantor, in each case, such Debt as otherwise permitted hereunder; (m) Debt under in connection with the Series A Preferred Shares; provided thatBanking Service Obligations that is, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse prior to the Lenders without Investment Grade Date, secured by the consent of Security Documents (but which may be unsecured on and after the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred SharesInvestment Grade Date); and (jn) Other unsecured Debt in an addition to Debt otherwise permitted above, not exceeding the greater of (x) $75,000,000 and (y) two and one-half percent (2.5%) of the Borrower's Consolidated Net Tangible Assets in aggregate principal amount outstanding at any time not to exceed $500,000outstanding.

Debts, Guaranties and Other Obligations. The Borrower shall will not, and shall will not permit any of its Subsidiaries or any Holdco Entity to, create, assume, suffer to exist, or in any manner become or be liable liable, in respect of, of any Debt except: (a) Debt of the Borrower and its Subsidiaries and the Holdco Entities under the Loan Credit Documents; (b) Debt under customary insurance premium financing arrangements entered into of the Borrower, its Subsidiaries and the Holdco Entities existing on the Amendment No. 1 Closing Date and disclosed in the ordinary course of business provided that attached Schedule 6.02 and any extensions, rearrangements and modifications thereof which do not increase the outstanding principal amount thereof or the interest rate charged thereon above a market rate of such Debt shall not exceed $1,500,000interest; (c) Debt in of the form Borrower or any of obligations for the deferred purchase price of Property its Subsidiaries or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by the Liens permitted any Holdco Entity under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14Swap Contract; provided that (i) such Debt shall was incurred by the Borrower, such Subsidiary or such Holdco Entity for general partnership, limited liability company or corporate purposes, as applicable, including for the purposes of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documentsfor speculative purposes, (ii) such Debt shall not obligate the Borrower or Swap Contract is permitted under any of its Subsidiaries risk management policy approved by such Person’s governing body from time to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credittime, and (iii) such Swap Contract does not contain any provision exonerating the deferred premium non-defaulting party from its obligation to make payments associated with such Hedge Contracts shall be limited on outstanding transactions to the deferred defaulting party; (d) Debt in respect of endorsement of negotiable instruments in the ordinary course of business; (e) Debt in respect of (x) insurance premium payments financing for put option contracts which are secured insurance being acquired by the Borrower, its Subsidiaries or any Holdco Entity under customary terms and conditions or (y) customary take-or-pay obligations contained in supply or service agreements, in each case in the Loan Documents; provided that, the aggregate outstanding amount ordinary course of such deferred premium payments shall not exceed $500,000business; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of between the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment any of its Oil and Gas Propertieswholly-owned Subsidiaries or any Holdco Entity; (g) Debt between any wholly-owned Subsidiary of the Borrower and any other wholly-owned Subsidiary of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretionHoldco Entity; (h) Debt that constitutes a renewal, refinancing or extension secured by Liens permitted under Section 6.01(h) which does not exceed the greater of any Debt referred to clause (dx) $50,000,000 and (y) two and one-half percent (2.5%) of this Section 6.02the Borrower’s Consolidated Net Tangible Assets in aggregate principal amount at any time outstanding; provided that 3rd Amended/Restated Credit Agreement (i) no Lien Debt assumed in connection with an Acquisition and secured by Liens permitted under Section 6.01(i); provided that, such Debt is existing at the time of such renewal, refinancing or extension shall be extended to cover any property Acquisition and is not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount incurred solely in contemplation of such Debt outstanding immediately prior to such renewal, refinancing or extensionAcquisition; (ij) Permitted Note Debt including, without limitation, any guaranty thereof; (k) secured Debt, not exceeding the greater of (x) $20,000,000 and (y) one-half percent (0.5%) of the Borrower’s Consolidated Net Tangible Assets in aggregate principal amount at any time outstanding; (l) guaranties of the Borrower in respect of Debt of any of its Subsidiaries or any Holdco Entity or guaranties of any Guarantor in respect of Debt of Borrower, or any other Guarantor, in each case, such Debt as otherwise permitted hereunder; (m) Debt under in connection with the Series A Preferred Shares; provided thatBanking Service Obligations that is, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse prior to the Lenders without Investment Grade Date, secured by the consent of Security Documents (but which may be unsecured on and after the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred SharesInvestment Grade Date); and (jn) Other unsecured Debt in an addition to Debt otherwise permitted above, not exceeding the greater of (x) $50,000,000 and (y) one and three-quarters percent (1.75%) of the Borrower’s Consolidated Net Tangible Assets in aggregate principal amount outstanding at any time not to exceed $500,000outstanding.

Debts, Guaranties and Other Obligations. The Neither Borrower shall not, and shall not permit nor any of its Subsidiaries toGuarantor will incur, create, assume, suffer to exist, assume or in any manner become or be liable in respect ofof any indebtedness, nor will Borrower or any Debt exceptGuarantor guarantee or otherwise in any manner become or be liable in respect of any indebtedness, liabilities or other obligations of any other person or entity, whether by agreement to purchase the indebtedness of any other person or entity or agreement for the furnishing of funds to any other person or entity through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the indebtedness of any other person or entity, or otherwise, except that the foregoing restrictions shall not apply to: (ai) Debt the Notes and any renewal or increase thereof, or other indebtedness of the Borrower and its Subsidiaries under heretofore disclosed to Lenders in the Loan Documents;Borrower's Financial Statements or on Schedule "4" hereto; or (bii) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property taxes, assessments or services incurred in the ordinary course of business other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate reserves in accordance with diligently conducted, if such reserve as shall be required by GAAP shall have been established;made therefor and levy and execution thereon have been stayed and continue to be stayed; or (diii) Debt secured by indebtedness (other than in connection with a loan or lending transaction) incurred in the Liens ordinary course of business, including, but not limited to indebtedness for drilling, completing, leasing and reworking oil and gas wellx; or (iv) obligations under Rate Management Transactions permitted under paragraph pursuant to Section 13(k) hereof; or (bv) of Section 6.01 in an aggregate amount indebtedness owed on the Pecos-Gomex Xxxdit Facility not to exceed exceeding $3,000,000 8,000,000 outstanding at any time;; or (evi) Debt under Hydrocarbon Hedge Agreements which are other indebtedness of any nature not prohibited by in excess of $500,000 in outstanding principal amount in the terms aggregate; or (vii) any renewals or extensions of Section 6.14; provided that (ibut not increases in) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000foregoing.

Debts, Guaranties and Other Obligations. The Borrower shall not, Company will not and shall will not permit any of its Subsidiaries to(other than APC) to incur, create, assume, suffer to exist, assume or in any manner become or be liable in respect ofof any Indebtedness (including obligations for the payment of rentals); and the Company will not and will not permit any of its Subsidiaries (other than APC) to Guarantee or otherwise in any way become or be responsible for obligations of any other Person, whether by agreement to purchase the Indebtedness of any Debt exceptother Person or agreement for the furnishing of funds to any other Person through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the Indebtedness of any other Person, or otherwise, except that the foregoing restrictions will not apply to: (a) Debt of the Borrower and its Subsidiaries Notes or other Indebtedness under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into liabilities, direct or contingent, of the Company or any Subsidiary of the Company existing on the date of this Agreement which are reflected in the Financial Statements or the Disclosure Statement and all renewals, extensions, refinancings and rearrangements, but not increases, thereof; (c) endorsements of negotiable or similar instruments for collection or deposit in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000business; (cd) Debt trade payables, lease acquisition and lease maintenance obligations, extensions of credit from suppliers or contractors, liabilities incurred in exploration, development and operation of the form of Company's or any Subsidiary's oil and gas properties or similar obligations for the deferred purchase price of Property or services from time to time incurred in the ordinary course of business business, other than for borrowed money, which are paid within 90 days after the invoice date (inclusive of applicable grace periods) or (i) are being contested in good faith, if such reserve as required by GAAP has been made therefor or (ii) trade accounts payable of the Company and its Subsidiaries (with respect to which no legal proceeding to enforce collection has been commenced or, to the knowledge of a Responsible Officer of the Company, threatened) not exceeding, in the aggregate at any time outstanding, $25,000,000; (e) taxes, assessments or other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate reserves in accordance with diligently conducted, if such reserve as will be required by GAAP will have been establishedmade therefor; (df) Borrowing Base Debt secured by of the Liens Company; provided that the aggregate of all Indebtedness permitted under paragraph this Subsection 10.1(f) shall not exceed the amount by which the then current Borrowing Base exceeds the then current Revolving Credit Obligations; (g) to the extent, if any, not covered by Subsection (b) hereinabove, the Indebtedness of Section 6.01 the Company to APC evidenced solely by the Intercompany Notes, as defined in an aggregate amount the Beluga Financing Documents and the APC Long Term Financing Documents, together with any renewals, extensions, amendments, refinancings, rearrangements, modifications, restatements or supplements, but not increases (other than increases which are permitted under the present terms of the Beluga Financing Documents and the APC Long Term Financing Documents) thereof from time to exceed $3,000,000 at any time; (eh) Debt under Hydrocarbon Hedge Agreements intercompany Indebtedness owed to the Company by any Subsidiary of the Company and intercompany Indebtedness owed to any Subsidiary of the Company by the Company or any other Subsidiary of the Company which is fully subordinated to the Obligations; (i) loans, advances or extensions of credit to the Company for the purpose of financing no more than 75% of the purchase price of any fixed assets which are not prohibited included in the property taken into account in determining the Borrowing Base and which are considered in the categories of property, plant or equipment according to GAAP applied on a consistent basis; (j) obligations of the Company under the Gas Sales Contract, together with any renewals, extensions, amendments, refinancings, rearrangements, modifications, restatements or supplements, but not increases, thereof from time to time; (k) the Guarantee by the terms Company or any Subsidiary of Section 6.14; provided that the Company of payment or performance by any Subsidiary of the Company under any agreement so long as the obligation guaranteed does not constitute Indebtedness for borrowed money; (il) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under obligations of the Loan Documents, (ii) such Debt shall not obligate the Borrower Company or any of its Subsidiaries under gas purchase contracts for gas not taken, as to any margin call requirements including any requirement which the Company or its respective Subsidiary is liable to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall pay if not exceed $500,000made up; (fm) Debt consisting obligations of sureties the Company or bonds provided any of its Subsidiaries under any contract for sale for future delivery of oil or gas (whether or not the subject oil or gas is to any Governmental Authority be delivered), hedging contract, forward contract, swap agreement, futures contract or other Person and assuring payment of contingent liabilities similar agreement; (n) obligations of the Borrower Company or any of its Subsidiaries under any interest rate swap agreement, or any contract implementing any interest rate cap, collar or floor, or any similar interest hedging contract; (o) obligations in connection with gas imbalances arising in the operation ordinary course of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Propertiesbusiness; (gp) Debt Indebtedness not exceeding $1,000,000 in the aggregate borrowed from the Amarillo Economic Development Commission and related Guarantees and related obligations of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in Company and its sole discretionSubsidiaries; (hq) Debt that constitutes a renewal, refinancing or extension liabilities under leases and lease agreements which do not cover oil and gas properties to the extent the incurrence and existence of any Debt referred such liabilities will still enable the Company and each Subsidiary to clause (d) comply with all other requirements of this Section 6.02; provided that (i) no Lien existing at Agreement and the time of such renewal, refinancing or extension shall be extended other Loan Documents to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extensionwhich they respectively are parties; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries to, createCreate, assume, suffer to exist, exist or in any manner become or be liable liable, in respect of, of any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan DocumentsDocuments (including, without limitation, Debt incurred pursuant to an increase in the Revolving Commitments in accordance with Section 2.16); (b) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding up to a $25,000,000.00 aggregate principal amount of such unsecured Subordinated Debt shall not exceed $1,500,000owed to Permitted Investors; (c) Debt in of the form Borrower to Guarantors, of obligations for Guarantors to the deferred purchase price Borrower and to other Guarantors and of Property Subsidiaries to the Borrower or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14other Subsidiaries; provided that (i) such Debt of any Loan Party is subordinated to the Obligations pursuant to a subordination agreement in form and substance reasonably acceptable to the Administrative Agent; and (ii) any such loans and advances made by a Loan Party shall not be securedevidenced by a promissory note pledged to the Administrative Agent for the ratable benefit of the Secured Parties; (d) Guarantees of the Borrower or any Wholly-Owned Subsidiary in respect of Debt or other obligations otherwise permitted hereunder of the Borrower or any Wholly-Owned Subsidiary; (i) Debt incurred to finance the acquisition, other than such Debt owing to Swap Counterparties which are secured under the Loan Documentsconstruction or improvement of any fixed or capital assets, (ii) Debt in respect of Capital Leases of equipment, (iii) Debt of the types described in clauses (i) and (ii) above assumed in connection with an Acquisition permitted under Section 6.05 or of a Person that becomes a Subsidiary in connection with any such Acquisition, and (iv) in each case, extensions, renewals, refinancings and replacements of any such Debt that do not increase the outstanding principal amount thereof other than by the amount of accrued but unpaid interest in respect thereof and closing costs; provided that (A) in the case of Debt to finance the acquisition, construction or improvements of fixed or capital assets, such Debt is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (B) the aggregate principal amount of Debt permitted by this paragraph shall not obligate exceed $5,000,000 at any time outstanding; (f) Debt in respect of Capital Leases of real estate, provided that (i) the aggregate total amount of such Capital Leases shall not exceed $10,000,000 at any time outstanding and (ii) the aggregate total amount of payments in a one year period for such Capital Leases shall not exceed $1,000,000; (g) obligations (contingent or otherwise) of the Borrower existing or arising under any Swap Contract with the purpose and effect of fixing interest rates on the principal amount of the Obligations of the Borrower that is accruing interest at a variable rate, provided that (i) the aggregate notional amount of such Swap Contracts may not exceed fifty percent (50%) of the aggregate Revolving Commitments, and (ii) no such Swap Contract requires any Loan Party to put up money, assets or other security (excluding unsecured letters of credit and, in the case of Swap Contracts with Swap Counterparties, Collateral under the Security Documents) against the event of its nonperformance prior to actual default by such Loan Party in performing its obligations thereunder; (h) Debt representing deferred compensation to employees of the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter incurred in the ordinary course of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extensionbusiness; (i) Debt under consisting of cash management obligations and other Debt in respect of netting services, overdraft protections and similar arrangements, in each case (x) in connection with cash management and deposit accounts and (y) incurred in the Series A Preferred Shares; provided that, ordinary course of business; (Aj) other than the extension Debt consisting of the maturity date thereof, financing of insurance premiums incurred in the terms, conditions and provisions ordinary course of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Sharesbusiness; and (jk) Other unsecured other Debt of the Borrower and its Subsidiaries in an aggregate principal amount outstanding at any time outstanding not to exceed $500,0001,000,000 and contingent liabilities of Borrower and the other Loan Parties in respect of such Debt.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into in listed on Schedule 4.05; provided, that, the ordinary course of business provided that the outstanding principal amount of such Debt shall may not exceed $1,500,000be increased other than as permitted under the terms of this Agreement; (c) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements or Interest Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (fe) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas PropertiesProperties and removal, disposal or injection of salt water or other fluids; (f) Debt (including Debt under purchase money obligations or capital lease obligations) in an aggregate amount not to exceed $50,000,000 at any time; (g) Debt of evidenced by the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretionSenior Notes; (h) Debt evidenced by senior or subordinated notes issued by the Borrower which may be guaranteed by the other Obligors; provided that, (i) such Debt is not secured by any Lien, (ii) no principal amount of such Debt matures earlier than two (2) years after the Maturity Date that constitutes a renewalis in effect at the time such Debt is issued, refinancing (iii) at the time of the issuance of such Debt and after giving effect thereto, no Default or extension Event of Default shall exist or would occur, (iv) the agreement or indenture governing such Debt shall have covenants and restrictions that are no more restrictive in any material respects than those set forth in this Agreement and the other Loan Documents; provided that the inclusion of any covenant that is customary with respect to such type of Debt referred and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, (v) the agreement or indenture governing such Debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Obligations or pledge assets as collateral security for the Obligations, provided that a requirement that any such Subsidiary also guarantee such Debt shall not be deemed to be a violation of this clause, (vi) at the time of the issuance of such Debt and after giving effect thereto (A) the ratings of the Index Debt shall be maintained by S&P at BB- or better and the ratings of the Index Debt shall be maintained by Moody’s at Ba3 or better (or, if a rating for the Index Debt shall be maintained by only one of S&P and Moody’s (other than as a result of action taken or omitted to be taken by the Borrower), the rating for the Index Debt is equal to or better than the applicable rating specified in this clause (dA)), and (B) other than in connection with the first issuance of such Debt, each of Moody’s and S&P maintains its rating applicable to the Index Debt equal to or more favorable than its most favorable rating of the Index Debt during the 180 days preceding the issuance of such Debt (or, if a rating for the Index Debt shall be maintained by only one of S&P and Moody’s, such rating for the Index Debt is equal to or more favorable than its most favorable rating of the Index Debt during the 180 days preceding the issuance of such Debt), and (vii) the Borrower shall have delivered to the Administrative Agent a certificate in reasonable detail reflecting compliance with each of the foregoing requirements of this Section 6.2(g), including calculations with supporting detail regarding the financial covenants under Sections 6.17, 6.18 and 6.19 (if otherwise applicable) of this Agreement, together with such other evidence of compliance with the foregoing requirements of this Section 6.2(g) as the Administrative Agent may reasonably request; and (i) Debt not otherwise permitted under this Section 6.02; provided , provided, that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover Debt is not secured by any property not already subject to such Lien, and (ii) the principal amount aggregate of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) plus the aggregate amount of Debt permitted under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereofSection 6.02(b) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent exceed 5% of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt Present Value in an aggregate amount outstanding effect at any time not to exceed $500,000time.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Credit Documents; (b) Debt under customary insurance premium financing arrangements entered into of the Borrower existing on the date of this Agreement and disclosed in the ordinary course of business provided that attached Schedule 6.02 and any extensions, rearrangements, and modifications thereof which do not increase the outstanding principal amount thereof or the interest rate charged thereon above a market rate of such Debt shall not exceed $1,500,000interest; (c) Debt for borrowed money owed by any wholly-owned Subsidiary of the Borrower to the Borrower; (d) Debt existing in connection with Property acquired by the Borrower after the date of this Agreement not to exceed $100,000.00 in outstanding principal amount (excluding gas balancing liabilities assumed in the acquisition of Oil and Gas Properties); and (e) Debt in the form of obligations for the deferred purchase price of Property property or services incurred in the ordinary course of business which are either (i) not yet due and payable or payable, (ii) are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; , (diii) Debt secured by which has been outstanding for less than 90 days since the Liens permitted under paragraph invoice date, or (biv) of Section 6.01 which has been outstanding for more than 90 days since the original invoice date, in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000200,000.00; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas PropertiesBorrower's production swap hedging program permitted by Section 6.07; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations Obligations, on terms acceptable and in form and substance satisfactory to the Administrative Agent in its sole discretion;Banks; and (h) Debt that constitutes a renewal, refinancing contingent obligations incurred to satisfy bonding requirements imposed by any governmental regulatory agency or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time body not to exceed exceed, in the aggregate, $500,000100,000.

Debts, Guaranties and Other Obligations. (a) The Borrower shall will not, and shall will not permit any of its Subsidiaries to, create, assume, suffer to exist or in any manner become or be liable in respect of any Debt except: (i) Debt of the Borrower and its Subsidiaries under the Credit Documents; (ii) intercompany indebtedness owed between any Subsidiary of the Borrower and the Borrower, PROVIDED that the payment of such indebtedness is subordinate to the payment of the Obligations pursuant to Section 3.2 of the Guaranty or otherwise in a manner satisfactory to the Administrative Agent; (iii) the Trust Notes and the Senior Notes; (iv) Subordinated Debt; and (v) Debt of the Borrower or any of its Subsidiaries (in addition to Debt described in paragraphs (i) through (iv) above), provided that the aggregate outstanding principal amount of such Debt does not exceed 25% of the Borrower's Net Worth at any time on or after the date on which such Debt is created, assumed or incurred. (b) The Borrower will not, and will not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect ofof any trade payables or other current operating liabilities more than 90 days past due, any Debt except: except for such trade payables or other current operating liabilities which (ai) Debt of the Borrower and its Subsidiaries under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves therefor have been established and reflected in the financial statements of such Person in accordance with GAAP have been established;GAAP, or (ii) do not exceed $200,000 in the aggregate outstanding at any time. (c) The Borrower will not, and will not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of obligations with respect to any swap, hedge, cap, collar, or similar arrangement providing for the exchange of risks related to price changes in any commodity ("Derivatives"), including money, other than Derivatives used by such Person in such Person's business operations in aggregate notional quantities not to exceed the reasonably anticipated consumption of such Person of the underlying commodity for the relevant period, but no Derivatives which are speculative in nature. (d) Debt secured by The Borrower will not, and will not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of any obligations with respect to guaranties or like assurances of payment or performance other than (i) those incurred in the Liens permitted under paragraph ordinary course of business or (bii) of Section 6.01 those described in an aggregate amount not to exceed $3,000,000 at any time; clause (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by of the terms definition of Section 6.14Debt; provided PROVIDED, HOWEVER, that (iA) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited permitted to create, assume, suffer to exist, or in any manner become or be liable in respect of any obligations with respect to guaranties or like assurances of payment or performance in respect of any of the deferred premium payments for put option contracts which are secured under obligations or liabilities of any of the Loan Documents; provided thatSubsidiaries permitted hereunder, (B) any of the aggregate outstanding amount Subsidiaries shall be permitted to create, assume, suffer to exist, or in any manner become or be liable in respect of such deferred premium payments shall not exceed $500,000; (f) Debt consisting any obligations with respect to guaranties or like assurances of sureties payment or bonds provided to performance in respect of any Governmental Authority or other Person of the obligations and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Propertiespermitted hereunder, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such LienSenior Notes, and (iiC) the principal amount of any Debt renewedBorrower shall be permitted to execute, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lendersdeliver, and (B) perform the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000Trust Guaranties.

Debts, Guaranties and Other Obligations. The Without the consent of --------------------------------------- 100% of the Banks, no Borrower shall not, and shall not permit any of its Subsidiaries towill incur, create, assume, suffer to exist, assume or in any manner become or be liable in respect ofof any indebtedness, nor will any Debt exceptBorrower guarantee or otherwise in any manner become or be liable in respect of any indebtedness, liabilities or other obligations of any other person or entity, whether by agreement to purchase the indebtedness of any other person or entity or agreement for the furnishing of funds to any other person or entity through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the indebtedness of any other person or entity, or otherwise, except that the foregoing restrictions shall not apply to: (ai) Debt the Notes and any renewal or increase thereof, or other indebtedness of the Borrower and its Subsidiaries under Borrowers heretofore disclosed to Banks in the Loan Documents;Borrowers' Financial Statements or on Schedule "4" hereto; or (bii) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property taxes, assessments or services incurred in the ordinary course of business other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate reserves in accordance with diligently conducted, if such reserve as shall be required by GAAP shall have been established;made therefor and levy and execution thereon have been stayed and continue to be stayed; or (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; indebtedness (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower than in connection with a loan or lending transaction) incurred in the operation ordinary course of the Oil business, including, but not limited to indebtedness for drilling, completing, leasing and Gas Properties, including with respect to plugging, facility removal reworking oil and abandonment of its Oil and Gas Properties;gas xxxxx; or (giv) Debt indebtedness owed by one Borrower to another Borrower as a result of intercompany loans or advances; or (v) indebtedness evidenced by the Borrower or any Guarantor owing Senior Unsecured Notes; or (vi) up to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations an additional $25,000,000 in senior unsecured notes issued on terms acceptable to 100% of the Administrative Agent Banks and no more restrictive than those set forth in its sole discretion; (h) Debt the Indenture for the Senior Unsecured Notes; provided, however, that constitutes a renewal, refinancing or extension in lieu of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time issuance of such renewaladditional senior unsecured notes, refinancing or extension shall the Borrowers may replace the existing Senior Unsecured Notes with a new issue of senior unsecured notes in amounts of up to $125,000,000, said replacement senior unsecured notes to be extended on terms acceptable to cover 100% of the Banks and no more restrictive than those set forth in the aforesaid Indenture provided, further, however, that any property not already subject to such Lien, and (ii) the principal amount of net proceeds resulting from any Debt renewed, refinanced or extended shall not exceed increase in the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than Senior Unsecured Notes from the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not the Effective Date shall be applied to exceed the prepayment of the Revolving Loans and/or the Bridge Loans as determined by the Agent and the Co-Agents, and the Revolving Commitment shall be permanently reduced by such amount of the prepayment or prepayments. (vii) up to $500,000100,000,000 in subordinated unsecured notes issued on terms acceptable to 100% of the Banks, provided all net proceeds from such issuance are applied to the prepayment of the Revolving Loans and/or the Bridge Loans, as determined by the Agent and the Co- Agents.

Debts, Guaranties and Other Obligations. The Neither Borrower shall not, and shall not permit nor any of its Subsidiaries to--------------------------------------- Guarantor will incur, create, assume, suffer to exist, assume or in any manner become or be liable in respect ofof any indebtedness, nor will Borrower or any Debt exceptGuarantor guarantee or otherwise in any manner become or be liable in respect of any indebtedness, liabilities or other obligations of any other Person, whether by agreement to purchase the indebtedness of any other Person or agreement for the furnishing of funds to any other Person through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the indebtedness of any other Person, or otherwise, except that the foregoing restrictions shall not apply to: (ai) Debt the Notes, or other indebtedness of the Borrower and its Subsidiaries under the Loan Documentsor Guarantors heretofore disclosed to Bank in Borrower's financial statements or on Schedule 12(f) hereto; (bii) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided taxes, assessments or other government charges that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate diligently conducted, if such reserves in accordance with as shall be required by GAAP shall have been establishedmade therefor and levy and execution thereon have been stayed and continue to be stayed; (diii) Debt secured by indebtedness incurred in the Liens permitted under paragraph ordinary course of business as conducted on the date of this Agreement; (biv) of Section 6.01 in an aggregate amount indebtedness, not to exceed $3,000,000 at 750,000 in the aggregate, incurred in any timefiscal year of Borrower in respect of the purchase money financing of, or capitalized leasing of, Equipment; (ev) Debt under Hydrocarbon Hedge Agreements which are unsecured indebtedness (but not prohibited by the terms payments made, or payment obligations established, in consideration of a covenant not to compete) owed to sellers or their affiliates in Acquisitions permitted pursuant to Section 6.14; provided that (i) 12(o), so long as such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt indebtedness is subordinated to the Obligations on terms acceptable pursuant to the Administrative Agent subordination provisions in its sole discretion;form and substance satisfactory to Bank; or (hvi) Debt that constitutes any renewals, extensions, substitutions, refundings, refinancings or replacements (collectively, a renewal, refinancing or extension "refinancing") of any Debt referred to clause (d) of this Section 6.02; provided that indebtedness described in clauses (i), (ii), (iii), (iv) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (iiv) above, including any successive refinancings, so long as the aggregate principal amount of any Debt renewed, refinanced or extended shall indebtedness represented thereby is not exceed increased by such refinancing plus the amount of direct expenses of Borrower or a Guarantor, as applicable, incurred in connection with such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000refinancing.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit Neither of the Borrowers nor any of its the Subsidiaries towill incur, create, assume, suffer to exist, assume or in any manner become or be liable in respect ofof any Debt, nor will either Borrower or any Debt exceptSubsidiary guarantee or otherwise in any manner become or be liable in respect of any indebtedness, liabilities or other obligations of any other person or entity, whether by agreement to purchase the indebtedness of any other person or entity or agreement for the furnishing of funds to any other person or entity through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the indebtedness of any other person or entity, or otherwise, except that the foregoing restrictions shall not apply to: (ai) Debt of the Borrower Notes and its Subsidiaries under the Loan Documents;any renewal or increase thereof; or (bii) Debt under customary insurance premium financing arrangements entered into indebtedness owed, and guaranties to, Philadelphia Falcon Drilling Corp., or its assignees, in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000;owed at the Effective Date; or (ciii) Debt in indebtedness or other obligation incurred or to be incurred pursuant to a letter of credit facility between the form Borrowers and the First National Bank of obligations for the deferred purchase price of Property Chicago; or (iv) taxes, assessments or services incurred in the ordinary course of business other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate reserves in accordance with diligently conducted, if such reserve as shall be required by GAAP shall have been established;made therefor and levy and execution thereon have been stayed and continue to be stayed; or (dv) Debt secured by additional indebtedness for borrowed money or letters of credit not in excess of $5,000,000 in the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 outstanding at any time;; or (evi) Debt under Hydrocarbon Hedge Agreements which are not prohibited additional intercompany indebtedness between Borrowers and the Material Subsidiaries evidenced by the terms Subsidiary Notes; or (vii) indebtedness for insurance premiums incurred in the ordinary course of Section 6.14business; provided that or (iviii) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured inter-company indebtedness between Borrowers; or (ix) guaranties of Borrowers of obligations owed the Banks under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan DocumentsPacific Credit Agreement; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000;or (fx) Debt consisting renewals or extensions (but not increases in) of sureties any or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities all of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000foregoing.

Debts, Guaranties and Other Obligations. The Neither Borrower shall not, and shall not permit nor any of its Subsidiaries to(including Guarantor) will incur, create, assume, suffer to exist, assume or in any manner become or be liable in respect ofof any indebtedness, issue any Debt exceptpreferred or other quasi-equity stock which requires the payment of a dividend thereon or the mandatory redemption thereof, or guarantee or otherwise in any manner become or be liable in respect of any indebtedness, liabilities or other obligations of any other person or entity, whether by agreement to purchase the indebtedness of any other person or entity or agreement for the furnishing of funds to any other person or entity through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the indebtedness of any other person or entity, or otherwise, except that the foregoing restrictions shall not apply to: (ai) Debt the Notes, or other indebtedness or guarantees of the Borrower and its Subsidiaries under the Loan Documentsdisclosed in Exhibit "D" hereto; (bii) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property taxes, assessments or services incurred in the ordinary course of business other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate reserves in accordance with diligently conducted, if such reserve as shall be required by GAAP shall have been establishedmade therefor; (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) indebtedness incurred in the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided thatordinary course of business, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Propertiesincluding, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amendeddrilling, supplementedcompleting, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, leasing and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; andreworking oil and gas xxxxx; (jiv) Other unsecured Debt in an aggregate amount outstanding at any time Hedging Transactions; (v) indebtedness owed by Non-Borrower Subsidiaries to Borrower which is permitted hereunder; (vi) Vendor Financing not to exceed $500,00010,000,000 in the aggregate at any one time outstanding; (vii) guarantees by CWE of Vendor Financings of its Subsidiaries, which guarantees shall never exceed $10,000,000 in the aggregate at any one time outstanding; (viii) intercompany indebtedness among Borrower and Guarantor; or (ix) guarantees by CWE of loans made by third parties to CWE employees, which loans may be extended for the sole purpose of allowing CWE employees to exercise options to purchase CWE common stock and/or to pay federal income tax liabilities relating from such exercise; provided, however, that such guarantees may not exceed $1,000,000 in the aggregate outstanding at any one time.

Debts, Guaranties and Other Obligations. The Borrower shall Company will not, and shall will not permit any of its Subsidiaries to, create, assume, suffer to exist, exist or in any manner become or be liable liable, in respect of, of any Debt except: (a) Debt of the Borrower Company and its Subsidiaries under the Loan Credit Documents; (b) intercompany Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due owed (i) by any Wholly Owned Subsidiary of the Company to the Company or to any other Wholly Owned Subsidiary of the Company, (ii) by the Company to any of its Wholly Owned Subsidiaries, and payable or are being contested in good faith (iii) by appropriate proceedings and for which adequate reserves any Mexican Subsidiary to another Mexican Subsidiary; provided that, all such intercompany Debt shall be subordinated to the Obligations in accordance with GAAP have been establishedthe terms set forth in the Guaranties; (dc) Debt secured by the Liens permitted under paragraph paragraphs (bc) and (i) of Section 6.01 6.01; (d) any MARAD Financing used to finance the acquisition, construction, or improvement of the Company's or any of its Subsidiaries' Vessels (including any rearrangements, extensions, or refinancing thereof) in an aggregate principal amount outstanding at any time not to exceed $3,000,000 at any time150,000,000.00; provided that, except as permitted by clause (e) below, the Company and its Subsidiaries may not enter into additional MARAD Financing described in this clause (d) (other than rearrangements, extensions, or refinancings thereof) if a Default is continuing or entering into the additional indebtedness would reasonably be expected to cause a Default; (e) the Hercules Title XI Issue; (f) the Company's obligations in respect of the Carlyss Facility Bonds; (g) Debt listed on Schedule 6.02 and all extensions, amendments, refinancings, and renewals thereof so long as none of the principal amount of such Debt is increased; (h) reimbursement obligations of the Company and its Subsidiaries in respect of any surety bonds or letters of credit otherwise permitted under Hydrocarbon Hedge Agreements which are not prohibited by this Agreement issued to secure payment of any insurance premiums, regulatory obligations, or trust fund obligations for the terms Company or any of Section 6.14; provided that its Subsidiaries; (i) such Debt shall Unfunded Liabilities that would not reasonably be secured, expected to cause a Material Adverse Change; (j) Capitalized Leases with an aggregate principal amount outstanding at any time not to exceed $25,000,000.00; (k) Permitted Bond Obligations; (l) unsecured obligations other than such Debt owing Permitted Bond Obligations in respect of (i) standby letters of credit, bonds (other than surety bonds) and guaranties issued for the account of the Company or any of its Subsidiaries in the ordinary course of business with an aggregate face amount outstanding at time not to Swap Counterparties which are secured under the Loan Documentsexceed $50,000,000.00 or its Equivalent Amount in another currency, or (ii) such Debt shall not obligate surety bonds issued for the Borrower account of the Company or any of its Subsidiaries to secure the Company's or any margin call requirements including any requirement of its Subsidiaries' performance obligations in the ordinary course of business with an aggregate face amount outstanding at time not to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000150,000,000.00 or its Equivalent Amount in another currency; (fm) Debt consisting nonspeculative Financial Contract Obligations entered into in the ordinary course of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Propertiesbusiness; (gn) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt Permitted Mexican Contract Financing in an aggregate amount outstanding at any time not to exceed $500,00050,000,000.00; and (o) other unsecured Debt of the Company and its Subsidiaries with an aggregate principal amount outstanding not to exceed $15,000,000.00.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries to, createCreate, assume, suffer to exist, exist or in any manner become or be liable liable, in respect of, of any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into existing on the Closing Date and described in Schedule 6.02 and any refinancings, extensions, renewals or replacements of such Debt to the ordinary course of business provided that extent the outstanding principal amount of such Debt shall is not exceed $1,500,000increased, neither the final maturity nor the weighted average life to maturity of such Debt is decreased, and, if such Debt is subordinated to the obligations of a Loan Party hereunder, such Debt remains so subordinated on terms no less favorable to the Lenders and no more restrictive on the Loan Parties than the Subordinated Debt being refinanced, and in an amount not less than the amount outstanding at the time of refinancing; (c) Debt of the Loan Parties to another Loan Party; provided that (i) such Debt of any Loan Party is subordinated to the Obligations pursuant to a subordination agreement in form and substance reasonably acceptable to the form of obligations Administrative Agent; and (ii) any such loans and advances made by a Loan Party, if evidenced by a promissory note, shall be pledged to the Administrative Agent for the deferred purchase price ratable benefit of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been establishedSecured Parties; (d) Debt of the Loan Parties to Subsidiaries that are not Loan Parties; provided that such Debt would be a permitted Investment pursuant to Section 6.05(e); (e) Guarantees of the Parent or any Wholly-Owned Subsidiary in respect of Debt or other obligations otherwise permitted hereunder of the Parent or any Wholly-Owned Subsidiary; (f) Capital Leases incurred to make Capital Expenditures permitted pursuant to Section 6.15; (g) obligations (contingent or otherwise) of the Parent or any Wholly-Owned Subsidiary existing or arising under any Swap Contract permitted under Section 6.11; (h) the Convertible Senior Notes; (i) unsecured Debt in an aggregate principal amount not to exceed $10,000,000 at any time outstanding; (j) secured Debt secured solely by interests or contract rights in the Governmental Fueling Facilities incurred in connection with the construction of the Governmental Fueling Facilities; provided, however that (A) the aggregate outstanding amount of such Debt does not exceed $15,000,000 at any time during the construction phase of such Governmental Fueling Facility, (B) upon completion of construction of, and commencement of revenues resulting from, a Governmental Fueling Facility, such Debt is, or concurrent with such completion and commencement, becomes non-recourse to the Parent and its Subsidiaries and neither the Parent nor any of its Subsidiaries shall have any liability whatsoever, whether direct or indirect, contingent or otherwise, for such Debt and the provider of such Debt shall have no recourse to any of the assets of the Parent and its Subsidiaries (other than the Governmental Fueling Facilities); and (C) in any event and at all times, the provider of such Debt shall have no Lien in any assets of the Parent and its Subsidiaries (other than the Governmental Fueling Facilities); (k) the Permitted Securitization by a Loan Party (and any performance guaranty given by the Borrower in connection with the Permitted Securitization provided such performance guaranty applies only to the servicer’s or originator’s obligations thereunder); and (l) Debt secured by the Liens permitted under paragraph Section 6.01(f); provided that, such Debt (bi) of Section 6.01 in an aggregate amount does not to exceed $3,000,000 2,000,000 in the aggregate at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) was incurred solely for the purpose of financing the acquisition of such Debt shall equipment, and does not obligate exceed the Borrower or aggregate purchase price of such equipment, (iii) is secured only by such equipment, the insurance proceeds related thereto and not by any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of creditother assets, and (iiiiv) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documentsis not increased in amount; provided that, notwithstanding anything herein to the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Propertiescontrary, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) provisions of this Section 6.02; provided that (i) no Lien existing at , from and after the time consummation of such renewalthe Restructuring Transaction, refinancing the Parent shall not permit any Canadian Holding Company to create, assume, suffer to exist or extension shall in any manner become or be extended to cover any property not already subject to such Lienliable, and (ii) the principal amount in respect of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000Debt.

Debts, Guaranties and Other Obligations. The Neither either Borrower shall notnor Guarantor will, and shall will not permit any of its Subsidiaries Subsidiary to, incur, create, assume, suffer to exist, assume or in any manner become or be liable in respect ofof any indebtedness, or guarantee or otherwise in any Debt exceptmanner become or be liable in respect of any indebtedness, liabilities or other obligations of any other Person, whether by agreement to purchase the indebtedness of any other Person or agreement for the furnishing of funds to any other Person through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the indebtedness of any other Person, or otherwise, except that the foregoing restrictions shall not apply to: (ai) Debt of the Borrower Notes and its Subsidiaries under any renewal or increase thereof, or other indebtedness heretofore disclosed to Lenders in the Loan Documents;Borrowers' or Guarantor's Financial Statements or on Schedule "4" hereto; or (bii) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property taxes, assessments or services incurred in the ordinary course of business other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate reserves in accordance with diligently conducted, if such reserve as shall be required by GAAP shall have been established;made therefor and levy and execution thereon have been stayed and continue to be stayed; or (diii) Debt secured by indebtedness (other than in connection with a loan or lending transaction) incurred in the Liens ordinary course of business which is not more than 60 days past due, including, but not limited to indebtedness for drilling, completing, leasing and reworking oil and gas wells; or (iv) obligations under Raxx Xxnagement Transactions permitted under paragraph pursuant to Section 13(l) hereof; or (bv) of Section 6.01 other indebtedness not exceeding $250,000 in an the aggregate amount not to exceed $3,000,000 for Borrowers, Guarantor and Subsidiaries outstanding at any time;; or (evi) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms any renewals or extensions of Section 6.14; provided that (i) such Debt shall not be securedbut, other than such Debt owing to Swap Counterparties which are secured under in the Loan Documentscase of the Notes, (iinot increases in) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000foregoing.

Debts, Guaranties and Other Obligations. The Borrower shall not, Company will not and shall will not permit any of its Subsidiaries to(other than APC) to incur, create, assume, suffer to exist, assume or in any manner become or be liable in respect ofof any Indebtedness (including obligations for the payment of rentals); and the Company will not and will not permit any of its Subsidiaries (other than APC) to Guarantee or otherwise in any way become or be responsible for obligations of any other Person, whether by agreement to purchase the Indebtedness of any Debt exceptother Person or agreement for the furnishing of funds to any other Person through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the Indebtedness of any other Person, or otherwise, except that the foregoing restrictions will not apply to: (a) Debt of the Borrower and its Subsidiaries Notes or other Indebtedness under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into liabilities, direct or contingent, of the Company or any Subsidiary of the Company existing on the date of this Agreement which are reflected in the Financial Statements or the Disclosure Statement and all renewals, extensions, refinancings and rearrangements, but not increases, thereof; (c) endorsements of negotiable or similar instruments for collection or deposit in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000business; (cd) Debt trade payables, lease acquisition and lease maintenance obligations, extensions of credit from suppliers or contractors, liabilities incurred in exploration, development and operation of the form of Company's or any Subsidiary's oil and gas properties or similar obligations for the deferred purchase price of Property or services from time to time incurred in the ordinary course of business business, other than for borrowed money, which are paid within 90 days after the invoice date (inclusive of applicable grace periods) or (i) are being contested in good faith, if such reserve as required by GAAP has been made therefor or (ii) trade accounts payable of the Company and its Subsidiaries (with respect to which no legal proceeding to enforce collection has been commenced or, to the knowledge of any Responsible Officer of the Company, threatened) not exceeding, in the aggregate at any time outstanding, $25,000,000; (e) taxes, assessments or other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate reserves in accordance with diligently conducted, if such reserve as will be required by GAAP will have been establishedmade therefor; (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall Each Company will not permit any of its Subsidiaries toincur, create, assume, suffer to exist, assume or in any manner become or be liable in respect of, of any Debt exceptdirect or contingent, except for: (a) Debt of The Indebtedness to the Borrower Agent and its Subsidiaries the Banks under this Agreement and the Loan Documents;Notes. (b) Customary trade payables or operating leases, and endorsements of negotiable instruments for deposit or collection, all from time to time incurred in the ordinary course of business. (c) Debt under operating agreements, unitization and pooling agreements and orders, farmout agreements and gas balancing agreements, in each case that are customary insurance premium financing arrangements in the oil, gas and mineral production business and that are entered into in the ordinary course of business provided business. [For the avoidance of doubt, it is acknowledged that this covenant is separate and independent of the outstanding principal amount Event of such Debt shall not exceed $1,500,000;Default under Subsection 8.1(n).] (cd) Debt in the form of obligations for the deferred purchase price of Property Taxes, assessments or services incurred in the ordinary course of business other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate reserves in accordance with GAAP diligently conducted, if such reserve as shall be required by generally accepted accounting principles shall have been established; (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time;made therefor. (e) Debt Hedging Obligations incurred under Hydrocarbon Permitted Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000;Agreements. (f) Debt consisting of sureties or bonds provided owing by a Subsidiary to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties;Borrower. (g) The PVOG Production Payment; provided, the Borrower shall not (i) prepay any portion of such Debt before it is due while a Default has occurred and is continuing, (ii) allow the amount owing thereunder to exceed at any one time $2,050,000.00 outstanding, nor (iii) amend any of the Borrower documents evidencing or any Guarantor owing pertaining to the Borrower PVOG Production Payment as in effect on the Closing Date or to enter into any other Guarantor; provided that such Debt is subordinated new agreements pertaining thereto which affect the terms of the PVOG Production Payment adversely to the Obligations on terms acceptable to Borrower, in each case without the Administrative Agent in its sole discretion;Agent’s and the Required Banks’ prior written consent. (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such LienQualified Subordinated Debt, and Qualified Redeemable Preferred Equity, in combined amounts (iias provided in the definitions thereof) the principal amount of any Debt renewed, refinanced or extended shall which do not exceed the amount of such Debt outstanding immediately prior to such renewalMaximum Subordinated Amount, refinancing or extension;provided that the conditions in Sections 6.10 and 6.11 are satisfied. (i) Debt under Convertible Debt, on terms complying with the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date definition thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000.

Debts, Guaranties and Other Obligations. The (a) Neither the Parent nor the Subsidiary Borrower shall shall, and neither of them will permit any of the Restricted Subsidiaries or any Other Guarantor to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to any Debt (including Acquired Debt), none of Parent, the Subsidiary Borrower, any of the Restricted Subsidiaries or any Other Guarantor will issue any Disqualified Stock, and the Subsidiary Borrower will not, and shall not neither Parent nor the Subsidiary Borrower, will permit any of its the Restricted Subsidiaries or any Other Guarantor to, create, assume, suffer to exist, or in issue any manner become or be liable in respect of, any Debt shares of preferred stock except: (ai) Debt of the Borrower and its Subsidiaries under the Loan Documents; (ii) Debt in respect of the Senior Notes and the Term Loans in an aggregate principal amount not to exceed $2,775,000,000 at any time outstanding; (iii) Existing Debt; (iv) Debt of the Parent, the Subsidiary Borrower, the Restricted Subsidiaries or any Other Guarantor of Debt represented by obligations with respect to Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property (real or personal), plant or equipment used in the business of the Subsidiary Borrower, the Restricted Subsidiaries or such Other Guarantor, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Debt incurred pursuant to this clause (iv), not to exceed $50,000,000 at any time outstanding; (v) Debt of (a) Parent or any Other Guarantor or (b) the Subsidiary Borrower and the Restricted Subsidiaries incurred and outstanding on or prior to the date on which a new Restricted Subsidiary is acquired by Parent, any Other Guarantor, the Subsidiary Borrower or such Subsidiary (other than Debt under customary insurance premium financing arrangements entered incurred in contemplation of, or in connection with, the transaction or series of related transactions pursuant to which such Subsidiary became a Restricted Subsidiary of or was otherwise acquired by Parent, an Other Guarantor, the Subsidiary Borrower or such Subsidiary); provided, however, that (a) on the date that such Subsidiary is acquired by, or is merged into Parent, such Other Guarantor, the Subsidiary Borrower or such Subsidiary, Parent would have been able to incur at least $1.00 of additional Debt pursuant to the ratio set forth in clause (a)(xiv) of this Section 6.02 after giving effect to the ordinary course of business provided that the outstanding principal amount incurrence of such Debt shall not exceed $1,500,000pursuant to this clause (a)(v); and (b) the new Subsidiary becomes a Guarantor or an Other Guarantor; (cvi) Permitted Refinancing Debt of the Parent, the Subsidiary Borrower, any Restricted Subsidiary or any Other Guarantor in exchange for, or the form net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Debt (other than intercompany Debt) that was permitted by this Agreement to be incurred under clauses (ii), (iii), (v), this clause (vi), (xiv), (xv) and (xvi) of this Section 6.02(a); (vii) The incurrence by (A) the Subsidiary Borrower or any Restricted Subsidiary of intercompany indebtedness between or among the Subsidiary Borrower and the Restricted Subsidiaries or (B) Parent or any Other Guarantor of intercompany Debt between or among Parent and the Other Guarantors; provided, however, that: (1) if (y) the Subsidiary Borrower or any Restricted Subsidiary is the obligor on such Debt and the payee is not the Subsidiary Borrower or any Restricted Subsidiary or (z) Parent or any Other Guarantor is the obligor on such Debt and the payee is not Parent or an Other Guarantor, as applicable, such Debt must be expressly subordinated to the prior payment in full in cash of all obligations for then due with respect to the deferred purchase price Senior Notes, this Agreement and any Guarantee of Property either of the foregoing; and (2) any (y) subsequent issuance or services transfer of Equity Interests that results in any such Debt being held by a Person other than Parent, the Subsidiary Borrower, any Restricted Subsidiary or any Other Guarantor, or (z) sale or other transfer of any such Debt to a Person that is not Parent, the Subsidiary Borrower, any Restricted Subsidiary or Other Guarantor, will be deemed, in each case, to constitute an incurrence of such Debt by Parent, the Subsidiary Borrower, any Restricted Subsidiary or such Other Guarantor, as the case may be, that was not permitted by this clause (vii); (viii) obligations (contingent or otherwise) of any Borrower, any Restricted Subsidiary or any Other Guarantor existing or arising under any Swap Contract incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been establishedbusiness; (dix) Debt secured Guaranties by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at Borrowers, any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower Restricted Subsidiary or any Other Guarantor of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower Borrowers, a Restricted Subsidiary or any Other Guarantor owing that was permitted to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) be incurred by another provision of this Section 6.02; provided that if the Debt being guaranteed is subordinated to or pari passu with the Senior Notes and the Obligations, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Debt guaranteed; (ix) no Lien existing at Debt of the time Subsidiary Borrower or any Restricted Subsidiary in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, and performance and surety bonds in the ordinary course of business; (xi) Debt of the Borrowers, any Restricted Subsidiary or any Other Guarantor arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Debt is covered within five Business Days; (xii) Debt of the Borrowers, any Restricted Subsidiary or any Other Guarantor arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Borrowers, any Restricted Subsidiary or any Other Guarantor pursuant to such agreements, in any case incurred in connection with the disposition of any business, assets or Guarantor (other than Guarantees of Debt incurred by any Person acquiring all or any portion of such renewalbusiness, refinancing assets or extension shall be extended to cover any property not already subject to Restricted Subsidiary for the purpose of financing such Lienacquisition), and (ii) so long as the principal amount of any Debt renewed, refinanced or extended shall does not exceed the amount of gross proceeds actually received by the Borrowers, any Restricted Subsidiary or any Other Guarantor in connection with such Debt outstanding immediately prior to such renewal, refinancing or extensiondisposition; (ixiii) additional Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereofParent, the termsSubsidiary Borrower, conditions and provisions of such any Restricted Subsidiary or any Other Guarantor in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Debt incurred to renew, refund, refinance, replace, defease or discharge any Debt incurred pursuant to this clause (xiii), not to exceed $125,000,000; (xiv) additional Debt (including but not limited toAcquired Debt) and Disqualified Stock of Parent and any Other Guarantor may issue shares of preferred stock, if the subordination terms thereof) shall not be amendedConsolidated Interest Coverage Ratio of Parent and its Subsidiaries on a consolidated basis, supplementedfor the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Debt is incurred or such Disqualified Stock is issued, restated or otherwise modified in any way that could be reasonably as the case may be, would have been at least 2.0 to 1, determined to be adverse to the Lenders without the consent on a pro forma basis (including a pro forma application of the Majority Lendersnet proceeds therefrom), and (B) as if the amount additional Debt had been incurred or the Disqualified Stock or other shares of preferred stock had been issued, as the case may be, on the first day of such four-quarter period; (xv) additional Debt shall not increase (including Acquired Debt) and Disqualified Stock or other than shares of preferred stock of the Subsidiary Borrower or any Restricted Subsidiary, if the Consolidated Interest Coverage Ratio for Subsidiary Borrower and its Restricted Subsidiaries on a consolidated basis for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Debt is incurred or such Disqualified Stock or other shares of preferred stock is issued, as a result of dividend payments which the case may be, would have been added at least 2.0 to the principal amount thereof as elected by certain holders 1, in each case determined on a pro forma basis (including a pro forma application of the Series A Preferred Sharesnet proceeds therefrom), as if the additional Debt had been incurred or the Disqualified Stock or other shares of preferred stock had been issued, as the case may be, on the first day of such four-quarter period; and (jxvi) the incurrence from time to time in one or more offerings, by Parent of up to $125,000,000 aggregate principal amount of Debt convertible into ordinary shares of Parent, the proceeds of which will be used to invest in Parent’s business. (b) None of Parent, the Subsidiary Borrower or any of the Restricted Subsidiaries or any Other Guarantor will incur any Debt (including Debt permitted by this Section 6.02) that is contractually subordinated in right of payment to any other Debt of Parent, the Subsidiary Borrower or such Restricted Subsidiary or Other Guarantor unless such Debt is also contractually subordinated in right of payment to the Obligations on substantially identical terms; provided, however, that no Debt will be deemed to be contractually subordinated in right of payment to any other Debt solely by virtue of being unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000or by virtue of being secured on a junior Lien basis.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Restricted Subsidiaries under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into in the ordinary course listed on Part A of business Schedule 4.05 and any renewals, extensions, or replacements thereof; provided that the outstanding principal amount of such Debt shall may not exceed $1,500,000be increased; (c) Debt in the form of obligations for the deferred purchase price of Oil and Gas Property or services incurred acquired in the ordinary course of business which are is listed on Part B of Schedule 4.05 and incurred prior to November 14, 2007; provided that, such Debt (i) is not yet past due and payable or are (ii) is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt in the form of obligations for the deferred purchase price of Oil and Gas Property acquired in the ordinary course of business and incurred (x) after November 14, 2007 but prior to the Effective Date which is listed on Part C of Schedule 4.05 and (y) incurred after the Effective Date, in each case, which (i) is not yet past due and payable or is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (ii) is payable solely out of production revenues generated from the purchased Oil and Gas Properties; (iii) is due if, and only if, prices for crude oil or natural gas, as applicable, exceed certain thresholds agreed to between the seller and the buyer; (iv) cannot be accelerated or demanded for any reason unless and until such Debt becomes due as permitted in clause (iii) above; and (v) does not accrue any interest; provided that, the aggregate amount of Debt incurred by the Borrower and its Subsidiaries as permitted under this paragraph (d) shall not exceed $20,000,000; (e) Debt secured by the Liens permitted under paragraph paragraphs (bc) or (d) of Section 6.01 in an aggregate amount not to exceed $3,000,000 10,000,000 at any time; (ef) Debt under Hydrocarbon Hedge Agreements which Contracts that are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties (as defined in the First Lien Credit Agreement) which are secured under the First Lien Loan DocumentsDocuments that are subject to the terms of the Intercreditor Agreement, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of creditrequirements, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the sum of (A) aggregate outstanding amount of such deferred premium payments plus (B) the outstanding unsecured Debt permitted under clause (n) below, shall not exceed $500,00015,000,000; (fg) 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 Restricted Subsidiaries in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (gh) Debt of the Borrower or to any Guarantor owing Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or to any other GuarantorRestricted Subsidiary; provided that that, such Debt is fully subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extensionAgent; (i) the Debt in respect of the First Lien Credit Agreement that is subject to the terms of the Intercreditor Agreement; (j) the Debt in respect of the Existing Senior Unsecured Notes outstanding on the Effective Date and the guaranties given by Restricted Subsidiaries with respect thereto; (k) [Reserved]; (l) the Debt in respect of the Additional Subordinated Debt which constitutes Refinancing Debt and the guaranties given by the Restricted Subsidiaries with respect thereto; provided that immediately after giving pro forma effect to the incurrence of such Additional Subordinated Debt and the use of proceeds therefrom, (i) the Borrower shall be in compliance with Sections 6.17 through 6.20 and (ii) no Default has occurred and is continuing; (m) Banking Services Obligations (as defined in the Intercreditor Agreement) secured under the Series A Preferred SharesFirst Lien Loan Documents that are subject to the terms of the Intercreditor Agreement; and (n) Other unsecured Debt which does not require the payment of interest or fees in cash; provided that, the sum of (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (Bi) the aggregate outstanding principal amount of such unsecured Debt plus (ii) the aggregate outstanding amount of the deferred premium payments permitted under clause (f) above, shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,00015,000,000.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (dc) Debt secured by the Liens permitted under paragraph (bSection 6.01(b); provided that the sum of such Debt and the unsecured Debt permitted under Section 6.02(j) of Section 6.01 in an aggregate amount does not to exceed $3,000,000 1,000,000 at any time; (ed) Debt under Hydrocarbon Hedge Agreements or Interest Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (fe) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (f) Intercompany Debt; (g) Debt constituting letters of credit for the account of any member of the Borrower Company Group provided as security (i) for any matter in connection with which a Lien would be permitted but has not been granted under paragraphs , (k), (m) or any Guarantor owing to the Borrower or to any other Guarantor(n) of Section 6.01; provided that the amount of such Debt is subordinated to shall not exceed the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt underlying obligations that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall would be extended to cover any property not already subject to secured by such Lien, and (ii) to secure payment obligations in connection with self-insurance or similar requirements in the principal amount ordinary course of any business; (h) Debt renewedarising from the honoring by a bank or other financial institution of a check, refinanced draft or extended shall similar instrument drawn against insufficient funds in the ordinary course of business if such Debt is extinguished within two (2) Business Days of incurrence and does not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension$50,000; (i) Debt under the Series A Preferred Shares; provided thatBusiness Loan Agreement secured by the Existing Mortgage and not to exceed $5,350,000, (A) other than for so long as Borrower owns the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred SharesHeadquarters; and (j) Other unsecured Debt in an not otherwise permitted under this Section 6.02, provided, that (i) such Debt is not secured by any Lien, and (ii) the aggregate of amount of such Debt plus the aggregate amount outstanding of Debt permitted under Section 6.02(c) shall not exceed $1,000,000 at any time time. In addition, the Borrower shall not permit Canadian Abraxas to exceed $500,000create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into in listed on Schedule 4.05; provided, that, the ordinary course of business provided that the outstanding principal amount of such Debt shall may not exceed $1,500,000be increased other than as permitted under the terms of this Agreement; (c) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements or Interest Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (fe) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas PropertiesProperties and removal, disposal or injection of salt water or other fluids; (f) Debt under purchase money obligations or capital lease obligations in respect of equipment which are nonrecourse to the Borrower and to any Subsidiary, provided that (i) with respect to lease obligations, the aggregate rental payments thereunder and under any capital leases included in Schedule 4.05 shall not exceed $5,000,000 in any 12-month period and (ii) the aggregate liabilities, in accordance with GAAP, in respect of capital leases and purchase money obligations (including the capital leases and purchase money obligations included in Schedule 4.05), shall not exceed $25,000,000; (g) Debt evidenced by senior or subordinated notes issued by the Borrower which may be guaranteed by the other Obligors; provided that, (i) such Debt is not secured by any Lien, (ii) no principal amount of such Debt matures earlier than two (2) years after the Maturity Date that is in effect at the time such Debt is issued, (iii) at the time of the issuance of such Debt and after giving effect thereto, no Default or Event of Default shall exist or would occur, (iv) the agreement or indenture governing such Debt shall have covenants and restrictions that are no more restrictive than those set forth in this Agreement and the other Loan Documents, (v) the agreement or indenture governing such Debt shall not have any restriction on the ability of the Borrower or any Guarantor owing of its Subsidiaries to guarantee the Obligations or pledge assets as collateral security for the Obligations, (vi) at the time of the issuance of such Debt and after giving effect thereto (A) the ratings of the Index Debt shall be maintained by S&P at BB- or better and the ratings of the Index Debt shall be maintained by Xxxxx’x at Ba3 or better (or, if a rating for the Index Debt shall be maintained by only one of S&P and Xxxxx’x (other than as a result of action taken or omitted to be taken by the Borrower), the rating for the Index Debt is equal to or better than the applicable rating specified in this clause (A)), and (B) other than in connection with the first issuance of such Debt, each of Xxxxx’x and S&P maintains its rating applicable to the Borrower Index Debt equal to or to any other Guarantor; provided that more favorable than its most favorable rating of the Index Debt during the 180 days preceding the issuance of such Debt (or, if a rating for the Index Debt shall be maintained by only one of S&P and Xxxxx’x, such rating for the Index Debt is subordinated equal to or more favorable than its most favorable rating of the Obligations on terms acceptable Index Debt during the 180 days preceding the issuance of such Debt), and (vii) the Borrower shall have delivered to the Administrative Agent a certificate in its sole discretion;reasonable detail reflecting compliance with each of the foregoing requirements of this Section 6.2(g), including calculations with supporting detail regarding the financial covenants under Sections 6.17, 6.18 and 6.19 (if otherwise applicable) of this Agreement, together with such other evidence of compliance with the foregoing requirements of this Section 6.2(g) as the Administrative Agent may reasonably request; and (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of not otherwise permitted under this Section 6.02; provided , provided, that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover Debt is not secured by any property not already subject to such Lien, and (ii) the principal amount aggregate of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) plus the aggregate amount of Debt permitted under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereofSection 6.02(b) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent exceed 5% of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt Present Value in an aggregate amount outstanding effect at any time not to exceed $500,000time.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) : Debt of the Borrower and its Subsidiaries under the Loan Documents; (b; Debt listed on Schedule 4.05(a) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business and any refinancings, refundings, renewals and extensions thereof; provided that the outstanding principal amount of such Debt shall may not exceed $1,500,000; be increased except by an amount equal to the premium paid, if any, and fees and expenses incurred in connection with such refinancing, refunding, renewal or extension; Debt secured by the Liens permitted under paragraph (b) or (c) of Section 6.01, in an aggregate principal amount outstanding not to exceed $7,500,000 at any time; Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) ; Debt secured by existing on the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured Closing Date under the Loan Documents, 2016 Senior Notes (ii) such Debt shall not obligate the Borrower or excluding any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documentsrefinancing thereof); provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) ; Debt under Hydrocarbon Hedge Agreements or Interest Hedge Agreements which are not prohibited by the terms of Section 6.14; the Second Lien Debt under the Second Lien Loan Documents subject to the terms of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02Intercreditor Agreement; provided that (i) no the principal amount thereof shall not exceed $125,000,000; (ii) such Debt does not have a maturity date that is on or earlier than the date six months after the Maturity Date; and (iii) the proceeds of the initial advance under the 70 Second Lien existing at Loan Documents shall be used within one Business Day after the time date such advance is made to redeem the entire outstanding principal amount of the 2016 Senior Notes; and any refinancings, refundings, replacements, renewals and extensions of such renewalSecond Lien Debt with the proceeds of Senior Unsecured Debt or Refinancing Preferred Stock of the Borrower; provided that any such Senior Unsecured Debt or Refinancing Preferred Stock is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, refinancing plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or extension refinanced; provided further that, the foregoing conditions are not, and shall not be extended to cover construed as, an increase in the dollar limit in clause (h)(i) above nor an amendment of the specific requirements set forth in clause (h)(ii) and (iii) and the definitions of Senior Unsecured Debt and Refinancing Preferred Stock; and Debt not otherwise permitted under this Section 6.02, provided that (i) such Debt is not secured by any property not already subject to such Lien, Lien on Property of the Borrower or any of its Subsidiaries and (ii) the aggregate unpaid principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding exceed $10,000,000 at any time not to exceed $500,000time.

Debts, Guaranties and Other Obligations. The Borrower shall Parent Company will not, and shall will not permit any of its Subsidiaries to, create, assume, suffer to exist, exist or in any manner become or be liable liable, in respect of, of any Debt except: (a) Debt of the Borrower and its Subsidiaries Credit Parties under the Loan Finance Documents; (b) Debt of the Credit Parties under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000Term Loan Agreement; (c) Debt existing on the date hereof that either (i) does not exceed U.S.$25,000,000 in the form of obligations for the deferred purchase price of Property aggregate or services incurred (ii) is described in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been establishedSchedule 25.16; (d) Intercompany Debt, provided that if such Debt is owing to any Credit Party that is not a wholly-owned Subsidiary of the Parent Company or any other Person other than a Credit Party, (i) then such Debt shall be subordinated to the Obligations and the Term Loans on terms reasonably acceptable to the Administrative Agent and (ii) and if such Intercompany Debt is secured, then the Obligations will be secured by such Liens equally and ratably with such secured Intercompany Debt so long as such Intercompany Debt shall be so secured; (e) Debt owing by any Subsidiary of the Liens Parent Company (other than a Credit Party) to the Parent Company or any of other Subsidiary of the Parent Company; (f) Debt in connection with any guarantees in favour of any protection and indemnity or War Risk associations to the extent such guarantees are required in connection with any insurance policies; (g) unsecured Debt of the Borrower and its Subsidiaries in the aggregate amount not to exceed U.S.$15,000,000 (or the equivalent in any other currency) in addition to all other Debt permitted by this Clause 25.16; (h) unsecured Debt of the Parent Company and its Subsidiaries (other than the Borrower and its Subsidiaries), in addition to all other Debt permitted by this Clause 25.16 other than Debt permitted under paragraph Clause 25.16(g), provided, that (bi) if the maturity of Section 6.01 such Debt is after the Term Loan Maturity Date, then the amortization of such Debt may not exceed the greater of 10% of the principal amount of such Debt or U.S.$25,000,000 in any fiscal year prior to the Term Loan Maturity Date or (ii) to the extent that such Debt is not permitted under subclause (i) above, then such Debt is in an aggregate amount not to exceed $3,000,000 at the greater of U.S.$200,000,000 (or the equivalent in any timeother currency) and 5% of Consolidated Tangible Net Assets; (ei) Project Finance Debt; (j) unsecured Debt under the Subordinated Indenture and any other Subordinated Debt, provided, that either (i) such Subordinated Debt is on subordination terms and conditions reasonably satisfactory to the Administrative Agent or as contemplated by Clause 25.21(c) (Restricted Payments) or (ii) the amortization of such Subordinated Debt may not exceed the greater of 10% of the principal amount of such Subordinated Debt or U.S.$25,000,000 in any fiscal year prior to the Term Loan Maturity Date; (k) Debt under Hydrocarbon Hedge Agreements which are not prohibited by of a Subsidiary of the terms Parent Company that existed at the time such Person became a Subsidiary of Section 6.14the Parent Company; provided that that, (i) such Debt shall is in existence at the time the respective Persons become Subsidiaries of the Parent Company and was not created or increased in anticipation thereof, (ii) no Event of Default exists or no Default would be securedcaused thereby and (iii) after giving effect to the transaction by which such Person became a Subsidiary of the Parent Company on a pro forma basis, the Parent Company would have been in compliance with the financial covenants set forth in Clause 24 (Financial Covenants) as of the end of the most recent fiscal quarter; (l) Debt of the Parent Company or any of its Subsidiaries that represents the assumption by the Parent Company or that Subsidiary of Debt of another Person (including, without limitation, another Subsidiary of the Parent Company) in connection with a merger of the Parent Company or that Subsidiary with such other than Person; provided that, (i) such Debt owing is in existence at the time the respective Persons are merged with the Parent Company or that Subsidiary and were not created or increased in anticipation thereof, (ii) no Event of Default exists or no Default would be caused thereby and (iii) after giving effect to Swap Counterparties which are secured under such transaction on a pro forma basis, the Loan DocumentsParent Company would have been in compliance with the financial covenants set forth in Clause 24 (Financial Covenants) as of the end of the most recent fiscal quarter; (m) Debt of the Parent Company or any of its Subsidiaries incurred for the purpose of financing all or a part of the purchase price or construction cost of Property (including the cost of upgrading, refurbishing or renovating drilling rigs, drillships and other vessels and platforms) if (i) the principal amount of such Debt does not exceed the cost of the Property so acquired, constructed, upgraded, refurbished or renovated plus transaction costs related thereto, (ii) such Debt shall not obligate is incurred no later than 12 months after the Borrower latest of (A) commencement of commercial operation of the Property so acquired, constructed, upgraded, refurbished or any renovated, (B) completion of its Subsidiaries to any margin call requirements including any requirement to post cash collateralthe construction, property collateral acquisition, upgrade, improvement or a letter renovation of creditsuch Property, and (iiiC) acquisition of such Property; provided, however, that, if payment of the deferred premium principal, interest, fees or other costs payable with respect to such Debt is required before the Term Loan Maturity Date, then, to the extent that the payment of such principal, interest, fees or other costs are not offset, in the aggregate, by payments associated with under a contract dependent on such Hedge Contracts Property, the remaining aggregate principal balance (the "UNCOVERED PORTION") shall not be permitted under this Clause 25.16(m) (but may be permitted under another clause of this Clause 25.16); and provided further, for the avoidance of doubt, that if any part of the Uncovered Portion is, subsequent to incurrence, offset by payments to be made prior to the Term Loan Maturity Date under a contract that is dependent on such Property, such part shall no longer be part of the Uncovered Portion and shall be limited to the deferred premium payments for put option contracts which are secured permitted under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000this Clause 25.16(m); (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (gn) Debt of the Parent Company and its Subsidiaries (other than the Borrower and its Subsidiaries), in addition to all other Debt permitted by this Clause 25.16, provided, that (i) if the maturity of such Debt is after the Term Loan Maturity Date, then the amortization of such Debt may not exceed the greater of 10% of the principal amount of such Debt or U.S.$25,000,000 in any Guarantor owing fiscal year prior to the Borrower Term Loan Maturity Date or (ii) to any other Guarantor; provided the extent that such Debt is subordinated not permitted under subclause (i) above, then such Debt is in an aggregate amount not to exceed the Obligations on terms acceptable to greater of U.S.$350,000,000 (or the Administrative Agent equivalent in its sole discretionany other currency) and 10% of Consolidated Tangible Net Assets as of the end of the most recent fiscal quarter of the Parent Company; (ho) unsecured Debt that constitutes a of the Parent Company and its Subsidiaries in addition to all other Debt permitted by this Clause 25.16, the proceeds of which are used to refinance Subordinated Debt existing on the Closing Date; (p) the MARAD Financing; and (q) any extension, renewal, refinancing refinancing, refunding or extension replacement (or successive extensions, renewals, refinancings, refundings or replacements), in whole or in part, of any Debt referred to clause in clauses (da) through (p) of this Section 6.02; Clause 25.16, provided that (i) no Lien existing at the time principal amount of such Debt is not thereby increased (other than by the reasonable fees, expenses and any premium incurred in connection with the extension, renewal, refinancing refinancing, refunding or extension shall replacement (except that in connection with any refinancing, refunding or replacement of the European Facility, the principal amount thereof may be extended to cover any property increased to, but may not already subject to such Lienexceed, U.S.$125,000,000)) and (ii) the principal amount of any with respect to Subordinated Debt, except as otherwise permitted by Clause 25.16(o), such Subordinated Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amendedextended, supplementedrenewed, restated refinanced, refunded or otherwise modified in any way that could be reasonably determined to be adverse replaced except on subordination terms at least as favourable to the Revolving Lenders without and no more restrictive on the consent of Parent Company than the Majority LendersSubordinated Debt being extended, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000renewed, refinanced, refunded or replaced.

Debts, Guaranties and Other Obligations. The Borrower Parent Company shall not, and nor shall not it permit any of its Subsidiaries to, create, assume, suffer to exist, exist or in any manner become or be liable liable, in respect of, of any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Credit Documents; (b) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000Revolving Credit Agreement and related documents; (c) Debt existing on the date hereof that either (i) does not exceed $25,000,000 in the form of obligations for the deferred purchase price of Property aggregate or services incurred (ii) is described in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been establishedSchedule 6.2; (d) Intercompany Debt, provided that if such Debt is owing to any Credit Party that is not a wholly-owned Subsidiary of the Parent Company or any other Person other than a Credit Party, (i) then such Debt shall be subordinated to the Obligations and the Obligations (as defined in the Revolving Credit Agreement) on terms reasonably acceptable to the Administrative Agent and (ii) and if such Intercompany Debt is secured, then the Obligations will be secured by such Liens equally and ratably with such secured Intercompany Debt so long as such Intercompany Debt shall be so secured; (e) Debt owing by any Subsidiary of the Liens Parent Company (other than a Credit Party) to the Parent Company or any of other Subsidiary of the Parent Company; (f) Debt in connection with any guarantees in favor of any protection and indemnity or War Risk associations to the extent such guarantees are required in connection with any insurance policies; (g) unsecured Debt of the Borrower and its Subsidiaries in the aggregate amount not to exceed $15,000,000 (or the equivalent in any other currency) in addition to all other Debt permitted by this Section 6.2; (h) unsecured Debt of the Parent Company and its Subsidiaries (other than the Borrower and its Subsidiaries), in addition to all other Debt permitted by this Section 6.2 other than Debt permitted under paragraph Section 6.2(h), provided, that (bi) if the maturity of Section 6.01 such Debt is after the Term Loan Maturity Date, then the amortization of such Debt may not exceed the greater of 10% of the principal amount of such Debt or $25,000,000 in any fiscal year prior to the Term Loan Maturity Date or (ii) to the extent that such Debt is not permitted under subclause (i) above, then such Debt is in an aggregate amount not to exceed the greater of $3,000,000 at 200,000,000 (or the equivalent in any timeother currency) and 5% of Consolidated Tangible Net Assets; (ei) Project Finance Debt; (j) unsecured Debt under the Subordinated Indenture and any other Subordinated Debt, provided, that either (i) such Subordinated Debt is on subordination terms and conditions reasonably satisfactory to the Administrative Agent and the Required Term Lenders or as contemplated by Section 6.7 or (ii) the amortization of such Subordinated Debt may not exceed the greater of 10% of the principal amount of such Subordinated Debt or $25,000,000 in any fiscal year prior to the Term Loan Maturity Date; (k) Debt of a Subsidiary of the Parent Company that existed at the time such Person became a Subsidiary of the Parent Company; provided that, (i) such Debt is in existence at the time the respective Persons become Subsidiaries of the Parent Company and were not created or increased in anticipation thereof, (ii) no Event of Default exists or no Default would be caused thereby and (iii) after giving effect to the transaction by which such Person became a Subsidiary of the Parent Company on a pro forma basis, the Parent Company would have been in compliance with Sections 6.16 through 6.19 as of the end of the most recent fiscal quarter; (l) Debt of the Parent Company or any of its Subsidiaries that represents the assumption by the Parent Company or that Subsidiary of Debt of another Person (including, without limitation, another Subsidiary of the Parent Company) in connection with a merger of the Parent Company or that Subsidiary with such other Person; provided that, (i) such Debt is in existence at the time the respective Persons are merged with the Parent Company or that Subsidiary and were not created or increased in anticipation thereof, (ii) no Event of Default exists or no Default would be caused thereby and (iii) after giving effect to such transaction on a pro forma basis, the Parent Company would have been in compliance with Sections 6.16 through 6.19 as of the end of the most recent fiscal quarter; (m) Debt of the Parent Company or any of its Subsidiaries incurred for the purpose of financing all or a part of the purchase price or construction cost of Property (including the cost of upgrading, refurbishing or renovating drilling rigs, drillships and other vessels and platforms) if (i) the principal amount of such Debt does not exceed the cost of the Property so acquired, constructed, upgraded, refurbished or renovated plus transaction costs related thereto, and (ii) such Debt is incurred no later than 12 months after the latest of (A) commencement of commercial operation of the Property so acquired, constructed, upgraded, refurbished or renovated, (B) completion of the construction, acquisition, upgrade, improvement or renovation of such Property and (C) acquisition of such Property; provided, however, that, if payment of the principal, interest, fees or other costs payable with respect to such Debt is required before the Term Loan Maturity Date, then, to the extent that the payment of such principal, interest, fees or other costs are not offset, in the aggregate, by payments under Hydrocarbon Hedge Agreements a contract dependent on such Property, the remaining aggregate principal balance (the "Uncovered Portion") shall not be permitted under this Section 6.2(m) (but may be permitted under another clause of this Section 6.2); and provided further, for the avoidance of doubt, that if any part of the Uncovered Portion is, subsequent to incurrence, offset by payments to be made prior to the Term Loan Maturity Date under a contract that is dependent on such Property, such part shall no longer be part of the Uncovered Portion and shall be permitted under this Section 6.2(m); (n) Debt of the Parent Company and its Subsidiaries (other than the Borrower and its Subsidiaries), in addition to all other Debt permitted by this Section 6.2, provided, that (i) if the maturity of such Debt is after the Term Loan Maturity Date, then the amortization of such Debt may not exceed the greater of 10% of the principal amount of such Debt or $25,000,000 in any fiscal year prior to the Term Loan Maturity Date or (ii) to the extent that such Debt is not permitted under subclause (i) above, then such Debt is in an aggregate amount not to exceed the greater of $350,000,000 (or the equivalent in any other currency) and 10% of Consolidated Tangible Net Assets as of the most recent fiscal quarter of the Parent Company; (o) unsecured Debt of the Parent Company and its Subsidiaries in addition to all other Debt permitted by this Section 6.2, the proceeds of which are not prohibited by used to refinance Subordinated Debt existing on the terms Closing Date; (p) the MARAD Financing; and (q) any extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals, refinancings, refundings or replacements), in whole or in part, of any Debt referred to in clauses (a) through (p) of this Section 6.14; 6.2, provided that (i) the principal amount of such Debt is not thereby increased (other than by the reasonable fees, expenses and any premium incurred in connection with the extension, renewal, refinancing, refunding or replacement (except that in connection with any refinancing, refunding or replacement of the European Facility, the principal amount thereof may be increased to, but may not exceed, $125,000,000)) and (ii) with respect to Subordinated Debt, except as otherwise permitted by Section 6.2(p), such Subordinated Debt shall not be securedextended, other than such Debt owing to Swap Counterparties which are secured under the Loan Documentsrenewed, (ii) such Debt shall not obligate the Borrower refinanced, refunded or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited replaced except on subordination terms at least as favorable to the deferred premium payments for put option contracts which are secured under Term Lenders and no more restrictive on the Loan Documents; provided thatParent Company than the Subordinated Debt being extended, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced refinanced, refunded or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000replaced.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Documents; (b) Debt of the Borrower and its Subsidiaries under customary insurance premium financing arrangements entered into in the ordinary course of business Senior Loan Documents; (c) Debt not otherwise permitted by this Section 6.02 and listed on Schedule 4.05; provided that the outstanding principal amount of such Debt shall may not exceed $1,500,000be increased; (cd) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (de) Debt secured by the Liens permitted under paragraph (bc) of Section 6.01 in an aggregate amount 6.01; provided that, the sum of such Debt and other unsecured Debt permitted under paragraph 6.02(k) does not to exceed $3,000,000 250,000 at any time; (ef) Debt under Hydrocarbon Hedge Agreements or Interest Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (fg) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (gh) Intercompany Debt; (i) Debt constituting letters of credit for the account of any member of the Borrower Company Group provided as security (i) for any matter which is a Lien permitted under paragraphs (e), (l), (n) or any Guarantor owing to the Borrower (o) or to any other GuarantorSection 6.01; provided that the amount of such Debt is subordinated to shall not exceed the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to obligations secured by such Lien, and (ii) to secure payment obligations in connection with self-insurance or similar requirements in the principal amount ordinary course of any business; (j) Debt renewedarising from the honoring by a bank or other financial institution of a check, refinanced draft or extended shall similar instrument drawn against insufficient funds in the ordinary course of business if extinguished within two (2) Business Days of incurrence and does not exceed $50,000; and (k) Debt not otherwise permitted under this Section 6.02, provided that (i) such Debt is not secured by any Lien, and (ii) the aggregate of amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) plus the aggregate amount of Debt permitted under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereofSection 6.02(e) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000250,000 at any time.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries the Guarantors to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Subsidiaries the Guarantors under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000set forth on Schedule 4.5; (c) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by the Liens permitted under paragraph (bSection 6.1(b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at and any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02such Debt; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; ; and (iiii) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereofin any event, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the aggregate amount of such Debt at any time shall not increase exceed $500,000; (d) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.15; provided that (i) such Debt shall not be secured, other than as such Debt owing to Hedge Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate Borrower or any of the Guarantors to any margin call requirements including any requirement to post cash collateral, property collateral or a result letter of dividend credit, and (iii) such Debt shall not include any deferred premium payments which have been added associated with such Hedge Contracts; (e) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (f) Debt of Borrower or any Guarantor owing to Borrower or to any other Guarantor; provided that such Debt is subordinated to the principal amount thereof as elected Obligations on terms acceptable to Administrative Agent in its sole discretion; (g) Debt evidenced by certain holders letters of credit, surety bonds and other credit assurances and similar obligations of a like nature; provided that the Series A Preferred Sharesthen maximum obligations owing with respect to such Debt shall not exceed $1,500,000 in the aggregate at any time and such obligations were cash-collateralized by Borrower or the applicable Guarantor at the time the obligations were created ; and (jh) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000.

Debts, Guaranties and Other Obligations. The Borrower shall not, and nor shall not it permit any of its Subsidiaries to, create, assume, suffer to exist, exist or in any manner become or be liable liable, in respect of, of any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Credit Documents; (b) Debt under customary insurance premium financing arrangements entered into existing on the Closing Date and described in the ordinary course of business Schedule 6.2; provided that the outstanding principal amount of that, such Debt shall may not exceed $1,500,000be increased in principal amount; (c) unsecured Intercompany Debt, provided that such Debt in shall be subordinated to the form of obligations for Obligations on terms reasonably acceptable to the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been establishedAdministrative Agent; (d) Debt secured by of the Liens permitted Borrower or any of its Subsidiaries incurred for the purpose of financing all or a part of the purchase price or construction cost of Property if (i) the principal amount of such Debt does not exceed the cost of the Property so acquired or constructed plus transaction costs related thereto, and (ii) such Debt is incurred no later than 12 months after the latest of (A) commencement of commercial operation of the Property so acquired or constructed, (B) completion of the construction or acquisition of such Property and (C) acquisition of such Property, and (iii) the aggregate amount of such Debt incurred under paragraph this Section 6.2(d) does not exceed $5,000,000; (be) Non-Recourse Debt of Section 6.01 the Borrower or any of its Subsidiaries; provided that, the Administrative Agent and the Required Lenders have consented to such Non-Recourse Debt, such consent not to be unreasonably withheld; (f) Net Xxxx-to-Market Exposure of Financial Contracts of the Borrower or any of its Subsidiaries in an aggregate amount not to exceed $3,000,000 2,000,000 at any time; (eg) Other Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries in an aggregate principal amount not to exceed $5,000,000 at any margin call requirements including time outstanding; and (h) any requirement extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals, refinancings, refundings or replacements), in whole or in part, of any Debt referred to post cash collateral, property collateral or a letter in clauses (a) through (g) of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documentsthis Section 6.2; provided that, the aggregate outstanding principal amount of such deferred Debt is not thereby increased (other than by the reasonable fees, expenses and any premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower incurred in connection with the operation of the Oil and Gas Propertiesextension, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing refinancing, refunding or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000replacement).

Debts, Guaranties and Other Obligations. The Borrower shall Company will not, and shall will not permit any of its Subsidiaries to, create, assume, suffer to exist, exist or in any manner become or be liable liable, in respect of, of any Debt except: (a) Debt of the Borrower Company and its Subsidiaries under the Loan Credit Documents; (b) intercompany Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due owed (i) by any Wholly Owned Subsidiary of the Company to the Company or to any other Wholly Owned Subsidiary of the Company, (ii) by the Company to any of its Wholly Owned Subsidiaries, and payable or are being contested in good faith (iii) by appropriate proceedings and for which adequate reserves any Mexican Subsidiary to another Mexican Subsidiary; provided that, all such intercompany Debt shall be subordinated to the Obligations in accordance with GAAP have been establishedthe terms set forth in the Guaranties; (dc) Debt secured by the Liens permitted under paragraph paragraphs (bc), (g) and (i) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time6.01; (ed) Debt under Hydrocarbon Hedge Agreements which are not prohibited by any MARAD Financing used to finance the terms acquisition, construction, or improvement of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower Company's or any of its Subsidiaries to any margin call requirements Subsidiaries' Vessels (including any requirement to post cash collateralrearrangements, property collateral extensions, or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate principal amount outstanding at any time not to exceed $500,00025,000,000.00 in addition to any other MARAD Financing permitted by clause (e) below; provided that the Company and its Subsidiaries may not enter into additional MARAD Financing described in this clause (d) (other than rearrangements, extensions, or refinancings thereof) if a Default is continuing or entering into the additional indebtedness would reasonably be expected to cause a Default; (e) Debt listed on Schedule 6.02 and all extensions, amendments, refinancings, and renewals thereof so long as none of the principal amount of such Debt is increased; (f) reimbursement obligations of the Company and its Subsidiaries in respect of any surety bonds or letters of credit otherwise permitted under this Agreement issued to secure payment of any insurance premiums, regulatory obligations, or trust fund obligations for the Company or any of its Subsidiaries; (g) Unfunded Liabilities that would not reasonably be expected to cause a Material Adverse Change; (h) Capitalized Leases with an aggregate principal amount outstanding at any time not to exceed $25,000,000.00; (i) Permitted Bond Obligations; (j) unsecured obligations other than Permitted Bond Obligations in respect of letters of credit, bonds and guaranties issued for the account of the Company or any of its Subsidiaries to secure the Company's or any of its Subsidiaries' performance obligations in the ordinary course of business with an aggregate face amount outstanding at time not to exceed $150,000,000.00 or its Equivalent Amount in another currency; (k) nonspeculative Financial Contract Obligations entered into in the ordinary course of business; and (l) other unsecured Debt of the Company and its Subsidiaries with an aggregate principal amount outstanding not to exceed $2,000,000.00.

Debts, Guaranties and Other Obligations. The Neither the Borrower shall not, and shall not permit nor any of its Subsidiaries toSubsidiary or Guarantor will incur, create, assume, suffer to exist, assume or in any manner become or be liable in respect ofof any indebtedness (including obligations for the payment of rentals); and neither the Borrower nor any Subsidiary or Guarantor will guarantee or otherwise in any way become or be responsible for obligations of any other Person, whether by agreement to purchase the indebtedness of any Debt exceptother Person or agreement for the furnishing of funds to any other Person through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the indebtedness of any other Person, or otherwise, except that the foregoing restrictions within this Section 5.01 shall not apply to: (a) Debt the Note or other Indebtedness to the Lender; (b) liabilities, direct or contingent (including, but not limited to, convertible debt), of the Borrower and its Subsidiaries under and Guarantors existing on the Loan DocumentsEffective Date of this Agreement which are reflected in the Financial Statements (or, with respect to any Guarantor, the financial statements of such Guarantor required to be delivered to the Lender) or have been disclosed to the Lender in writing, but not any renewals and extensions thereof; (bc) Debt under customary insurance premium financing arrangements entered into liabilities in relation to leases and lease agreements to the extent permitted by Section 5.07 hereof; (d) endorsements of negotiable or similar instruments for collection or deposit in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000business; (ce) Debt in the form of trade payables or similar obligations for the deferred purchase price of Property or services from time to time incurred in the ordinary course of business other than for borrowed money; (f) taxes, assessments or other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by the Liens permitted under paragraph (b) of pursuant to Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties4.02 hereof; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt indebtedness which is subordinated to the Obligations on Note by terms acceptable satisfactory to the Administrative Agent Lender, in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension the Guaranties dated of any Debt referred even date herewith by the Guarantors for the benefit of the Lender pursuant to clause (d) of which the Guarantors guaranty Borrower's obligations under this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extensionAgreement; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions debt to ISSI in amounts and provisions of such Debt (including but not limited to, the subordination pursuant to terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected approved by certain holders of the Series A Preferred SharesLender; and (j) Other unsecured Debt in capital expenditures for purchasing or financing equipment not to exceed an aggregate amount outstanding at any time not of $150,000.00 per calendar year; provided, however, that Borrower may use funds raised by ISSI and transferred to Borrower pursuant to Section 4.16 for additional capital expenditures to the extent such transferred funds exceed $500,000the amounts allocated in Section 4.16 for payment of Borrower's existing obligations.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Restricted Subsidiaries under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into in the ordinary course listed on Part A of business Schedule 4.05 and any renewals, extensions, or replacements thereof; provided that the outstanding principal amount of such Debt shall may not exceed $1,500,000be increased; (c) [reserved]; (d) Debt in the form of obligations for the deferred purchase price of Oil and Gas Property or services incurred acquired in the ordinary course of business and incurred after November 14, 2007, which are (i) is not yet past due and payable or are is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (ii) is payable solely out of production revenues generated from the purchased Oil and Gas Properties; (iii) is due if, and only if, prices for crude oil or natural gas, as applicable, exceed certain thresholds agreed to between the seller and the buyer; (iv) cannot be accelerated or demanded for any reason unless and until such Debt becomes due as permitted in clause (iii) above; and (v) does not accrue any interest; provided that, the aggregate amount of Debt incurred by the Borrower and its Subsidiaries as permitted under this paragraph (d) shall not exceed $20,000,000; (de) Debt secured by the Liens permitted under paragraph paragraphs (bc) or (d) of Section 6.01 in an aggregate outstanding amount not to exceed $3,000,000 20,000,000 at any time; (ef) Debt under Hydrocarbon Hedge Agreements which Contracts that are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of creditrequirements, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the sum of (A) aggregate outstanding amount of such deferred premium payments plus (B) the outstanding unsecured Debt permitted under clause (n) below, shall not exceed $500,00015,000,000; (fg) 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 Restricted Subsidiaries in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (gh) Debt of the Borrower or to any Guarantor owing Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or to any other GuarantorRestricted Subsidiary; provided that that, such Debt is fully subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extensionAgent; (i) Debt under representing deferred compensation to employees, consultants or independent contractors of the Series A Preferred SharesBorrower and its Restricted Subsidiaries incurred in the ordinary course of business in an aggregate amount not to exceed $10,000,000; (i) Senior Unsecured Notes and the guaranties given by Restricted Subsidiaries with respect thereto outstanding on the Effective Date, and (ii) any Refinancing Debt with respect to the Debt referred in the preceding clause (i); (k) [reserved]; (l) (i) Additional Subordinated Debt that is Specified Additional Subordinated Debt, and the guaranties given by Restricted Subsidiaries with respect thereto; provided that, (A) other than the extension Borrowing Base is reduced if and to the extent required by Section 2.02(e), (B) no Borrowing Base Deficiency or Event of Default has occurred and is continuing at the maturity date thereof, the terms, conditions and provisions time of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lendersissuance, and (BC) the amount of such Debt Incurrence Proceeds thereof shall not increase other than as a result of dividend payments which have been added be applied to make the payments, if any, required under Section 2.05(b)(ii), and (ii) any Refinancing Debt with respect to the principal amount thereof as elected by certain holders of Debt referred in the Series A Preferred Shares; andpreceding clause (i); (jm) Banking Services Obligations secured under the Loan Documents; (n) Other unsecured Debt which does not require the payment of interest or fees in an cash; provided that, the sum of (i) the aggregate outstanding principal amount of such unsecured Debt plus (ii) the aggregate outstanding at any time amount of the deferred premium payments permitted under clause (f) above, shall not to exceed $500,00015,000,000.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business listed on Schedule 4.05 and any renewals, extensions or replacements thereof; provided that the outstanding principal amount of such Debt shall may not exceed $1,500,000be increased; (c) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which or Interest Hedge Agreements that are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (fe) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (gf) Debt under purchase money obligations or Capital Lease obligations in respect of equipment of the Borrower or any Guarantor owing to the Borrower or to any other GuarantorSubsidiary; provided that (i) with respect to lease obligations, the aggregate rental payments thereunder and under any capital leases included in Schedule 4.05 shall not exceed $2,000,000 in any 12-month period and (ii) the aggregate liabilities, in accordance with GAAP, in respect of all such Debt is subordinated to capital leases and purchase money obligations (including the Obligations on terms acceptable to the Administrative Agent Capital Leases and purchase money obligations included in its sole discretion;Schedule 4.05) under this clause (f) shall not exceed $10,000,000; and (hg) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of not otherwise permitted under this Section 6.02; provided that (i) no such Debt is not secured by any Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount aggregate of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,00010,000,000 at any time.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) : Debt of the Borrower and its Subsidiaries under the Loan Documents; (b; Debt listed on Schedule 4.05(a) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business and any refinancings, refundings, renewals and extensions thereof; provided that the outstanding principal amount of such Debt shall may not exceed $1,500,000; be increased except by an amount equal to the premium paid, if any, and fees and expenses incurred in connection with such refinancing, refunding, renewal or extension; Debt secured by the Liens permitted under paragraph (b) or (c) of Section 6.01, in an aggregate principal amount outstanding not to exceed $7,500,000 at any time; Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) ; Debt secured by existing on the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured Closing Date under the Loan Documents, 2016 Senior Notes (ii) such Debt shall not obligate the Borrower or excluding any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documentsrefinancing thereof); provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) ; Debt under Hydrocarbon Hedge Agreements or Interest Hedge Agreements which are not prohibited by the terms of Section 6.14; First Lien Debt under the First Lien Loan Documents subject to the terms of the Intercreditor Agreement; provided that the principal amount thereof shall not exceed the applicable amount set forth in the Intercreditor Agreement; and any refinancings, refundings, replacements, renewals and extensions of such First Lien Debt in accordance with the Intercreditor Agreement; Senior Unsecured Debt or Refinancing Preferred Stock of the Borrower or any Guarantor owing to for the Borrower or to any other Guarantor; provided that such purpose of refinancing the Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to described under clause (da) of this Section 6.02above; provided that (i) no Lien existing at any such Senior Unsecured Debt or Refinancing Preferred Stock is in an aggregate principal amount not greater than the time aggregate principal amount of such renewalthe Debt being renewed or refinanced, refinancing plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or extension shall be extended to cover any property not already subject to such Lien, refinanced and (ii) the principal amount Net Proceeds of any such Senior Unsecured Debt renewedor Refinancing Preferred Stock are used to prepay the Advances pursuant to Section 2.05(b) hereof; and Debt not otherwise permitted under this Section 6.02, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; provided that (i) such Debt under the Series A Preferred Shares; provided that, (A) other than the extension is not secured by any Lien on Property of the maturity date thereof, the terms, conditions and provisions Borrower or any of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, its Subsidiaries and (Bii) the aggregate unpaid principal amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding exceed $10,000,000 at any time not to exceed $500,000time.

Debts, Guaranties and Other Obligations. The Neither Borrower shall not, and shall not permit nor any of its Subsidiaries toConsolidated Subsidiary will (A) incur, create, assume, suffer to exist, assume or in any manner become or be liable in respect ofof any Debt, (B) issue preferred stock that is mandatorily redeemable at any time prior to the Revolving Maturity Date or (C) guarantee or otherwise in any manner become or be liable in respect of any Debt exceptof any other person or entity, whether by agreement to purchase the Debt of any other person or entity or agreement for the furnishing of funds to any other person or entity through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the Debt of any other person or entity, or otherwise, except that the foregoing restrictions shall not apply to: (ai) Debt the Notes and any renewal or increase thereof, or other indebtedness of the Borrower and its Subsidiaries under the Loan Documents;any Consolidated Subsidiary heretofore disclosed to Banks in Borrower's or any Financial Statements or on Schedule "2" hereto; or (bii) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property taxes, assessments or services incurred in the ordinary course of business other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate reserves in accordance with diligently conducted, if such reserve as shall be required by GAAP shall have been established;made therefor and levy and execution thereon have been stayed and continue to be stayed; or (diii) Debt secured indebtedness for borrowed money not in excess of $5,000,000 in the aggregate during any fiscal year; or (iv) indebtedness (other than in connection with a loan or lending transaction) incurred in the ordinary course of business; or (v) guarantees by the Liens permitted under paragraph Borrower required for normal operations of the Consolidated Subsidiaries in the ordinary course of business; or (bvi) guarantees by the Borrower or any of Section 6.01 the Consolidated Subsidiaries to third parties in an aggregate amount not to exceed $3,000,000 at any time;500,000; or (evii) Debt under Hydrocarbon Hedge Agreements performance and currency exchange risk guarantees given by Borrower on behalf of CCC Fabricaciones y Construcciones S.A. de C.V. ("CCC") for job and project completion costs performed in CCC's normal day-to-day operations, which are performance and currency exchange risk guarantees involve an amount not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, exceed in the aggregate outstanding amount at any one time the sum of such deferred premium payments shall not exceed $500,000;50,000,000.00; or (fviii) Debt consisting guarantees of sureties or bonds provided obligations of CCC to any Governmental Authority or Bank One, Texas, N.A. as Agent for itself and other Person financial institutions pursuant to that certain Credit Agreement dated of even date herewith among CCC and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas PropertiesBank One, including with respect to pluggingTexas, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other GuarantorN.A., et al.; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000.or

Debts, Guaranties and Other Obligations. The Borrower shall notNeither the Borrowers, and shall not permit Guarantors nor any of its their Subsidiaries towill incur, create, assume, suffer to exist, assume or in any manner become or be liable in respect ofof any indebtedness (including obligations for the payment of rentals); and neither the Borrowers, Guarantors nor any Debt exceptsuch Subsidiary will guarantee or otherwise in any way become or be responsible for obligations of any other Person, whether by agreement to purchase the indebtedness of any other Person or agreement for the furnishing of funds to any other Person through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the indebtedness of any other Person, or otherwise, except that the foregoing restrictions shall not apply to: (a) Debt of the Borrower and its Subsidiaries under the Loan DocumentsNotes or other Indebtedness to Lender; (b) Debt under customary insurance premium financing arrangements entered into liabilities, direct or contingent, of the Borrowers, Guarantors and their Subsidiaries existing on the date of this Agreement which are reflected in the Financial Statements or have been disclosed to Lender in writing, but not any increases, refundings, renewals or extensions thereof; (c) liabilities in relation to leases and lease agreements to the extent permitted by Section 5.07 hereof; (d) endorsements of negotiable or similar instruments for collection or deposit in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000business; (ce) Debt in the form of trade payables or similar obligations for the deferred purchase price of Property or services from time to time incurred in the ordinary course of business other than for borrowed money; (f) taxes, assessments or other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by the Liens permitted under paragraph (b) of pursuant to Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties4.02 hereof; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other GuarantorSubordinated Debt; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion;and (h) Debt other indebtedness, liabilities and obligations that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall do not exceed $10,000 in the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000aggregate.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (dc) Debt secured by the Liens permitted under paragraph (bSection 9.01(b) and Section 9.01(j); provided that the sum of such Debt and the unsecured Debt permitted under Section 6.01 in an aggregate amount 9.02(j) does not to exceed $3,000,000 5,000,000 at any time; (ed) Debt under Hydrocarbon Hedge Agreements or Interest Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,0009.14; (fe) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (f) Intercompany Debt; (g) Debt constituting letters of credit for the account of any member of the Borrower Loan Parties provided as security (i) for any matter in connection with which a Lien would be permitted but has not been granted under Sections 9.01(k) or any Guarantor owing to the Borrower or to any other GuarantorSections 9.01(m); provided that the amount of such Debt is subordinated to shall not exceed the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt underlying obligations that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall would be extended to cover any property not already subject to secured by such Lien, and (ii) to secure payment obligations in connection with self-insurance or similar requirements in the principal amount ordinary course of any business; (h) Debt renewedarising from the honoring by a bank or other financial institution of a check, refinanced draft or extended shall similar instrument drawn against insufficient funds in the ordinary course of business if such Debt is extinguished within two (2) Business Days of incurrence and does not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension$500,000; (i) Debt under the Series A Preferred SharesBusiness Loan Agreement secured by the Existing Mortgage and not to exceed $7,000,000 for so long as Borrower owns the Headquarters; (j) Debt not otherwise permitted under this Section 9.02; provided, that (i) such Debt is not secured by any Lien, and (ii) the aggregate amount of such Debt plus the aggregate amount of Debt permitted under Section 9.02(c) shall not exceed $5,000,000 at any time; (k) Debt consisting of preferred stock; provided thatthat (i) no redemptions, dividends, distributions, or other payments shall be made or required to be made in respect of such preferred stock prior to May 31, 2023, (ii) such preferred stock shall not be subject to any covenants that are more restrictive than those set forth in this Agreement, (iii) on the date such preferred stock is issued, the Borrower shall be in compliance with the covenants set forth in this Agreement, including without limitation those set forth in Sections 9.18, 9.19 and 9.20, on a pro forma basis after giving effect to the issuance of such preferred stock, as though such preferred stock had been issued as of the last day of the immediately preceding fiscal quarter; (l) Debt in a principal amount not to exceed $5,400,000 incurred in connection with the acquisition and refurbishment of a used Oilwell E-2000 drilling rig and the acquisition of equipment necessary to refurbish it; provided that such Debt (i) is secured only by such rig and such equipment necessary to refurbish it and not by any other assets of the Borrower and its Subsidiaries, and (ii) is not increased in amount; (m) Debt incurred in connection with a Permitted Acquisition in an aggregate amount not to exceed $10,000,000; (n) Debt incurred to finance the payment of any insurance premiums incurred in the ordinary course of business not to exceed $500,000 in the aggregate secured by Liens permitted under Section 9.01(n); and (o) Revolving Debt; provided that (i) the aggregate principal amount of all such Revolving Debt at any time outstanding does not exceed the lesser of (x) $200,000,000 and (y) the greater of (A) other than $135,000,000 less the extension amount of any prepayments with a permanent reduction in the commitments as contemplated by clause (a)(i) of the maturity date thereof, the terms, conditions and provisions definition of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, Net Cash Proceeds and (B) the amount of Borrowing Base in effect on the date such Revolving Debt is incurred (the “Senior Lien Capped Obligations”); (ii) all Revolving Debt shall not increase other than as a result be in the form of dividend payments which have been added to the principal amount thereof as elected reserve-based revolving credit financing provided by certain holders of the Series A Preferred Sharesone or more Approved RBL Lenders; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall Each Company will not permit any of its Subsidiaries toincur, create, assume, suffer to exist, assume or in any manner become or be liable in respect of, of any Debt exceptdirect or contingent, except for: (a) Debt of The Indebtedness to the Borrower Agent and its Subsidiaries the Banks under this Agreement and the Loan Documents;Notes. (b) Customary trade payables or operating leases, and endorsements of negotiable instruments for deposit or collection, all from time to time incurred in the ordinary course of business. (c) Debt under operating agreements, unitization and pooling agreements and orders, farmout agreements and gas balancing agreements, in each case that are customary insurance premium financing arrangements in the oil, gas and mineral production business and that are entered into in the ordinary course of business provided business. [For the avoidance of doubt, it is acknowledged that this covenant is separate and independent of the outstanding principal amount Event of such Debt shall not exceed $1,500,000;Default under Subsection 8.1(n).] (cd) Debt in the form of obligations for the deferred purchase price of Property Taxes, assessments or services incurred in the ordinary course of business other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate reserves in accordance with GAAP diligently conducted, if such reserve as shall be required by generally accepted accounting principles shall have been established; (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time;made therefor. (e) Debt Hedging Obligations incurred under Hydrocarbon Permitted Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000;Agreements. (f) Debt consisting of sureties or bonds provided owing by a Subsidiary to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties;Borrower. (g) The PVOG Production Payment; provided, the Borrower shall not (i) prepay any portion of such Debt before it is due while a Default has occurred and is continuing, (ii) allow the amount owing thereunder to exceed at any one time $2,050,000.00 outstanding, nor (iii) amend any of the Borrower documents evidencing or any Guarantor owing pertaining to the Borrower PVOG Production Payment as in effect on the Closing Date or to enter into any other Guarantor; provided that such Debt is subordinated new agreements pertaining thereto which affect the terms of the PVOG Production Payment adversely to the Obligations on terms acceptable to Borrower, in each case without the Administrative Agent in its sole discretion;Agent’s and the Required Banks' prior written consent. (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such LienQualified Subordinated Debt, and Qualified Redeemable Preferred Equity, in combined amounts (iias provided in the definitions thereof) the principal amount of any Debt renewed, refinanced or extended shall which do not exceed the amount of such Debt outstanding immediately prior to such renewalMaximum Subordinated Amount, refinancing or extension; (i) Debt under provided that the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions in Sections 6.10 and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,0006.11 are satisfied.

Debts, Guaranties and Other Obligations. The Without the consent of Majority Banks, neither Borrower shall not, and shall not permit any of its Subsidiaries towill incur, create, assume, suffer to exist, exist or in any manner become or be liable in respect ofof any indebtedness, nor will either Borrower guarantee or otherwise in any Debt exceptmanner become or be liable in respect of any indebtedness, liabilities or other obligations of any other person or entity, whether by agreement to purchase the indebtedness of any other person or entity or agreement for the furnishing of funds to any other person or entity through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the indebtedness of any other person or entity, or otherwise, except that the foregoing restrictions shall not apply to: (ai) Debt the Notes and any renewal or increase thereof, or other indebtedness of the Borrower and its Subsidiaries under Borrowers heretofore disclosed to Banks in the Loan Documents;Borrowers' Financial Statements or on Schedule "3" hereto; or (bii) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property taxes, assessments or services incurred in the ordinary course of business other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate reserves in accordance with diligently conducted, if such reserve as shall be required by GAAP shall have been established;made therefor and levy and execution thereon have been stayed and continue to be stayed; or (diii) Debt secured indebtedness (other than in connection with a loan or lending transaction) incurred in the ordinary course of business, including, but not limited to indebtedness for drilling, completing, leasing and reworking oil and gas wells or the treatment, distribution, transportation of sale of xxxxxction therefrom and loans or lending transactions in which the outstanding principal balance does not exceed $500,000 at any time and which does not result in the imposition of a Lien other than a Permitted Lien; or; or (iv) indebtedness currently outstanding issued pursuant to an indenture providing for the sale of notes to the public not exceeding the face amount of $150,000,000.00, which indebtedness (A) is expressly subordinated (to the satisfaction of Majority Banks) to all obligations owed the Banks hereunder and under the Notes, (B) is issued by the Liens permitted under paragraph Borrowers or an Affiliate of the Borrowers, within one hundred eighty (b180) days of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of creditEffective Date, and (iiiC) the deferred premium payments associated with such Hedge Contracts shall net proceeds of which are used in part to repay or reduce the outstanding balance on the Notes, said indebtedness to be limited approved in advance by Majority Banks, which approval will not be unreasonably withheld; or (v) other indebtedness owed to Affiliates of Borrowers which is expressly made subordinate to the deferred premium payments for put option contracts which are secured indebtedness owed hereunder and under the Loan DocumentsNotes, which subordination is approved in advance by Majority Banks, which approval will not be unreasonably withheld; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000;or (fvi) Debt consisting any renewals or extensions of sureties or bonds provided to (but not increases in) any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000foregoing.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Restricted Subsidiaries under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into in the ordinary course listed on Part A of business Schedule 4.05 and any renewals, extensions, or replacements thereof; provided that the outstanding principal amount of such Debt shall may not exceed $1,500,000be increased; (c) Debt in the form of obligations for the deferred purchase price of Oil and Gas Property or services incurred acquired in the ordinary course of business which are is listed on Part B of Schedule 4.05 and incurred prior to November 14, 2007; provided that, such Debt (i) is not yet past due and payable or are (ii) is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt in the form of obligations for the deferred purchase price of Oil and Gas Property acquired in the ordinary course of business and incurred after November 14, 2007, which (i) is not yet past due and payable or is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (ii) is payable solely out of production revenues generated from the purchased Oil and Gas Properties; (iii) is due if, and only if, prices for crude oil or natural gas, as applicable, exceed certain thresholds agreed to between the seller and the buyer; (iv) cannot be accelerated or demanded for any reason unless and until such Debt becomes due as permitted in clause (iii) above; and (v) does not accrue any interest; provided that, the aggregate amount of Debt incurred by the Borrower and its Subsidiaries as permitted under this paragraph (d) shall not exceed $20,000,000; (e) Debt secured by the Liens permitted under paragraph paragraphs (bc) or (d) of Section 6.01 in an aggregate amount not to exceed $3,000,000 10,000,000 at any time; (ef) Debt under Hydrocarbon Hedge Agreements which Contracts that are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of creditrequirements, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the sum of (A) aggregate outstanding amount of such deferred premium payments plus (B) the outstanding unsecured Debt permitted under clause (n) below, shall not exceed $500,00015,000,000; (fg) 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 Restricted Subsidiaries in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (gh) Debt of the Borrower or to any Guarantor owing Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or to any other GuarantorRestricted Subsidiary; provided that that, such Debt is fully subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extensionAgent; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000.[reserved];

Debts, Guaranties and Other Obligations. The Neither Borrower shall not, and shall not permit nor any of its Subsidiaries toGuarantor will incur, create, assume, suffer to exist, assume or in any manner become or be liable in respect ofof any indebtedness, nor will Borrower or any Debt exceptGuarantor guarantee or otherwise in any manner become or be liable in respect of any indebtedness, liabilities or other obligations of any other person or entity, whether by agreement to purchase the indebtedness of any other person or entity or agreement for the furnishing of funds to any other person or entity through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the indebtedness of any other person or entity, or otherwise, except that the foregoing restrictions shall not apply to: (ai) Debt the Notes and any renewal or increase thereof, or other indebtedness of the Borrower and its Subsidiaries under heretofore disclosed to Lenders in the Loan Documents;Borrower's Financial Statements or on Schedule "4" hereto; or (bii) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property taxes, assessments or services incurred in the ordinary course of business other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate reserves in accordance with diligently conducted, if such reserve as shall be required by GAAP shall have been established;made therefor and levy and execution thereon have been stayed and continue to be stayed; or (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) indebtedness (other than in connection with a loan or lending transaction) incurred in the deferred premium payments associated with such Hedge Contracts shall be ordinary course of business, including, but not limited to the deferred premium payments indebtedness for put option contracts which are secured under the Loan Documentsdrilling, completing, leasing and reworking oil and gas wellx; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000;or (fiv) Debt consisting of sureties or bonds provided obligations under Rate Management Transactions permitted pursuant to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Section 13(k) hereof; or (v) indebtedness owed by Borrower to EXCO Resources, Inc. pursuant to a $25,000,000 promissory note issued to Borrower in connection with the operation acquisition of Borrower by EXCO Resources Canada Inc., which promissory note and the obligations owed on it are subordinated to obligations owed under this Agreement pursuant to the Subordination Agreement; or (vi) other indebtedness of any nature not in excess of $25,000 Canadian in outstanding principal amount in the aggregate; or (vii) any renewals or extensions of (but not increases in) any of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000foregoing.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries to, createCreate, assume, suffer to exist, exist or in any manner become or be liable liable, in respect of, of any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into existing on the Closing Date and described in Schedule 6.02 and any refinancings, extensions, renewals or replacements of such Debt to the ordinary course of business provided that extent the outstanding principal amount of such Debt shall is not exceed $1,500,000increased, neither the final maturity nor the weighted average life to maturity of such Debt is decreased, such Debt, if subordinated to the obligations of a Loan Party hereunder, remains so subordinated on terms no less favorable to the Participants and no more restrictive on the Loan Parties than the Subordinated Debt being refinanced, and in an amount not less than the amount outstanding at the time of refinancing; (c) Debt in of the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not Loan Parties to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14another Loan Party; provided that (i) such Debt shall not be secured, other than such Debt owing of any Loan Party is subordinated to Swap Counterparties which are secured under the Loan Documents, Obligations pursuant to a subordination agreement in form and substance reasonably acceptable to the Administrative Agent; and (ii) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged to the Administrative Agent for the ratable benefit of the Secured Parties; (d) Debt of the Loan Parties to Subsidiaries that are not Loan Parties; provided that such Debt shall not obligate would be a permitted Investment pursuant to Section 6.05(e); (e) Guarantees of the Borrower Parent or any Wholly-Owned Subsidiary in respect of its Subsidiaries to Debt or other obligations otherwise permitted hereunder of the Parent or any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000Wholly-Owned Subsidiary; (f) Debt consisting of sureties or bonds provided Capital Leases incurred to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect make Capital Expenditures permitted pursuant to plugging, facility removal and abandonment of its Oil and Gas PropertiesSection 6.15; (g) Debt obligations (contingent or otherwise) of the Borrower Parent or any Guarantor owing to the Borrower Wholly-Owned Subsidiary existing or to arising under any other Guarantor; Swap Contract, provided that such Debt is subordinated to obligations are (or were) entered into by such Person in the Obligations on terms acceptable to ordinary course of business for the Administrative Agent purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in its sole discretionthe value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extensionConvertible Senior Notes; (i) unsecured Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the an aggregate principal amount thereof as elected by certain holders of the Series A Preferred Sharesnot to exceed $10,000,000 at any time outstanding; and (j) Other unsecured secured Debt secured solely by interests or contract rights in an aggregate amount outstanding at the Government Fueling Facilities incurred in connection with the construction of the Government Fueling Facilities; provided, however that such Debt is non-recourse to the Parent and its Subsidiaries, neither the Parent nor any time not of its Subsidiaries shall have any liability whatsoever, whether direct or indirect, contingent or otherwise, for such Debt and the provider of such Debt shall have no recourse to exceed $500,000any assets of the Parent and its Subsidiaries (other than the Government Fueling Facilities).

Debts, Guaranties and Other Obligations. The Borrower shall will not, and shall --------------------------------------- will not permit any of its Subsidiaries Subsidiary to, incur, create, assume, suffer to exist, assume or in any manner become or be liable in respect ofof any indebtedness, including guarantees or otherwise in any Debt exceptmanner become or be liable in respect of any indebtedness, liabilities or other obligations of any other person or entity, whether by agreement to purchase the indebtedness of any other person or entity or agreement for the furnishing of funds to any other person or entity through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the indebtedness of any other person or entity, or otherwise, except that the foregoing restrictions shall not apply to: (ai) Debt the Notes and any renewal or increase thereof, or other indebtedness of the Borrower and its Subsidiaries under heretofore disclosed to Banks in the Loan Documents;Borrower's Financial Statements or on Schedule "3" hereto; or (bii) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property taxes, assessments or services incurred in the ordinary course of business other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate reserves in accordance with diligently conducted, if such reserve as shall be required by GAAP shall have been established;made therefor and levy and execution thereon have been stayed and continue to be stayed; or (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; indebtedness (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower than in connection with a loan or lending transaction) incurred in the operation ordinary course of the Oil and Gas Propertiesbusiness, including with respect to pluggingincluding, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited toto indebtedness for drilling, the subordination terms thereofcompleting, leasing and reworking oil and gas xxxxx; or (iv) shall not be amended, supplemented, restated indebtedness owed by Borrower to a Subsidiary Guarantor or otherwise modified in any way that could be reasonably determined by a Subsidiary Guarantor to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than Borrower as a result of dividend payments which have been added intercompany loans or advances; or (v) indebtedness evidenced by the Subordinate Notes and any guaranties thereof; or (vi) indebtedness owed to the principal amount thereof as elected by certain holders Bank of America on Hedging Obligations; or (vii) Hedging Obligations permitted under Section 13(m) hereof; or (viii) any renewals or extensions of (but not increases in) any of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000foregoing.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Documents; (b) Debt of the Borrower and its Subsidiaries under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000Subordinated Loan Documents; (c) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor Subsidiary owing to the Borrower or to any other GuarantorSubsidiary; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt of WO Energy and W.O. Operating Company, Ltd owing to First National Bank of Arizona-New Mexico Division under the $250,000 promissory note dated November 1, 2004 and related to a letter of credit facility; provided that, such Debt is unsecured and the amount of such Debt is not increased in amount; and (i) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000.

Debts, Guaranties and Other Obligations. The Neither Borrower shall not, and shall not permit nor any of its Subsidiaries to--------------------------------------- Guarantor will incur, create, assume, suffer to exist, assume or in any manner become or be liable in respect ofof any indebtedness, nor will Borrower or any Debt exceptGuarantor guarantee or otherwise in any manner become or be liable in respect of any indebtedness, liabilities or other obligations of any other Person, whether by agreement to purchase the indebtedness of any other Person or agreement for the furnishing of funds to any other Person through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the indebtedness of any other Person, or otherwise, except that the foregoing restrictions shall not apply to: (ai) Debt the Notes, and other indebtedness of Borrower or Guarantors disclosed in Borrower's financial statements as set forth in its Form 10-Q for the Borrower fiscal quarter ended September 30, 1998 and its Subsidiaries under the Loan Documentsalso disclosed (and specifically itemized) on Schedule 12(g) hereto; (bii) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided taxes, assessments or other government charges that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate diligently conducted, if such reserves in accordance with as shall be required by GAAP shall have been establishedmade therefor and levy and execution thereon have been stayed and continue to be stayed; (diii) Debt secured by the Liens permitted under paragraph any renewals, extensions, substitutions, refundings, refinancings or replacements (bcollectively, a "refinancing") of Section 6.01 any indebtedness described in an clause (i) above, including any successive refinancings, so long as the aggregate principal amount of indebtedness represented thereby is not to exceed $3,000,000 at any timeincreased by such refinancing plus the amount of direct expenses of Borrower or a Guarantor, as applicable, incurred in connection with such refinancing; (eiv) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, Subordinated Notes and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to guaranty thereof contemplated by the principal amount thereof as elected by certain holders of the Series A Preferred SharesSubordinated Note Agreement; and (jv) Other unsecured Debt Accounts payable incurred in an aggregate amount outstanding at any time not to exceed $500,000the ordinary course of business consistent with past practice.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Restricted Subsidiaries under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into in the ordinary course listed on Part A of business Schedule 4.05 and any renewals, extensions, or replacements thereof; provided that the outstanding principal amount of such Debt shall may not exceed $1,500,000be increased; (c) Debt in the form of obligations for the deferred purchase price of Oil and Gas Property or services incurred acquired in the ordinary course of business which are is listed on Part B of Schedule 4.05 and incurred prior to November 14, 2007; provided that, such Debt (i) is not yet past due and payable or are (ii) is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt in the form of obligations for the deferred purchase price of Oil and Gas Property acquired in the ordinary course of business and incurred after November 14, 2007, which (i) is not yet past due and payable or is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (ii) is payable solely out of production revenues generated from the purchased Oil and Gas Properties; (iii) is due if, and only if, prices for crude oil or natural gas, as applicable, exceed certain thresholds agreed to between the seller and the buyer; (iv) cannot be accelerated or demanded for any reason unless and until such Debt becomes due as permitted in clause (iii) above; and (v) does not accrue any interest; provided that, the aggregate amount of Debt incurred by the Borrower and its Subsidiaries as permitted under this paragraph (d) shall not exceed $20,000,000; (e) Debt secured by the Liens permitted under paragraph paragraphs (bc) or (d) of Section 6.01 in an aggregate amount not to exceed $3,000,000 2,500,000 at any time; (ef) Debt under Hydrocarbon Hedge Agreements which Contracts that are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of creditrequirements, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the sum of (A) aggregate outstanding amount of such deferred premium payments plus (B) the outstanding unsecured Debt permitted under clause (m) below, shall not exceed $500,0003,000,000; (fg) 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 Restricted Subsidiaries in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (gh) Debt of the Borrower or to any Guarantor owing Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or to any other GuarantorRestricted Subsidiary; provided that that, such Debt is fully subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretionAgent; (hi) the Subordinated Debt that constitutes a renewal, refinancing or extension outstanding on the Effective Date subject to the terms of any Debt referred to clause the Subordination and Intercreditor Agreement; (dj) of this Section 6.02Senior Unsecured Notes and the guaranties given by Restricted Subsidiaries with respect thereto; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase exceed $300,000,000 in the aggregate, (ii) the Borrowing Base is reduced if and to the extent required by Section 2.02(e), and (iii) the Debt Incurrence Proceeds thereof shall be applied, first to repay in full Subordinated Debt and second to make the payments, if any, required under Section 2.05(b)(ii); (k) Additional Subordinated Debt of the Borrower (other than as a result Senior Unsecured Notes) and the guaranties given by Restricted Subsidiaries with respect thereto; provided that, (i) the principal sum of dividend payments which have been added the Subordinated Debt permitted under clause (i) above and the Debt permitted under this clause (k) shall not exceed $65,000,000 in the aggregate, (ii) the Borrowing Base is reduced if and to the extent required by Section 2.02(e), and (iii) the Debt Incurrence Proceeds thereof shall be applied to make the payments, if any, required under Section 2.05(b)(ii); (l) Debt outstanding on the Effective Date and owing to the lenders under that certain Credit Agreement dated as of May 2, 2008 among TMR Drilling LLC, The CIT Group/Equipment Financing, Inc., as administrative agent, and the lenders party thereto from time to time, and any renewals or extensions thereof; provided that, the outstanding principal amount thereof of such Debt shall not exceed $5,500,000; (m) Guarantee of (i) The Meridian Resource & Exploration LLC’s obligations owing to Orion Drilling under (A) that certain Drilling Bid Proposal and Daywork Drilling Contract — US, dated as elected of February 12, 2007 between The Meridian Resource & Exploration LLC and Orion Drilling and (B) that certain Drilling Bid Proposal and Daywork Drilling Contract — US, dated as of September 4, 2008 between The Meridian Resource & Exploration LLC and Orion Drilling; (ii) TMR Drilling LLC’s obligations owing to Orion Drilling under that certain Equipment Lease (Rig No. 8) dated as of February 12, 2007; and (iii) any Restricted Subsidiary’s obligations owing to Orion Drilling under (A) that certain Forbearance and Amendment Agreement made by and among Orion Drilling, TMR Drilling LLC, The Meridian Resource & Exploration LLC and the Merger Company, dated as of September 3, 2009, (B) that certain holders Intercreditor and Subordination Agreement made by and among Orion Drilling, and The CIT Group/Equipment Financing, Inc., and (C) that certain Security Agreement made by and between Orion Drilling, TMR Drilling and The Meridian Resource & Exploration LLC, dated as of September 3, 2009; provided that, in any event under the preceding clauses (i) — (iii), (x) such obligations owing to Orion Drilling are ordinary course, trade payable obligations or other contractual obligations arising under such contracts and agreements as in effect on the Effective Date and not indebtedness for borrowed money, (y) such guarantee may cover all of the Series A Preferred Sharesforegoing obligations irrespective of any discharge or voidness of such obligations in any bankruptcy or receivership of TMR Drilling LLC, any bankruptcy or receivership of The Meridian Resource & Exploration LLC or any bankruptcy or receivership of both TMR Drilling LLC and The Meridian Resource & Exploration LLC, and (z) the Borrower or any of its Subsidiaries must have the option, pursuant to the forbearance agreement described in clause (A) as in effect on the date hereof, to fully satisfy any and all such obligations and guarantees thereof by transferring the CIT/Orion Collateral to Orion Drilling; and (jn) Other unsecured Debt; provided that, the sum of (i) the aggregate outstanding principal amount of such unsecured Debt in an plus (ii) the aggregate outstanding amount outstanding at any time of the deferred premium payments permitted under clause (f) above, shall not to exceed $500,0003,000,000.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Documents; (b) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business listed on Schedule 4.05(a) and any refinancings, refundings, renewals and extensions thereof; provided that the outstanding principal amount of such Debt shall may not exceed $1,500,000be increased except by an amount equal to the premium paid, if any, and fees and expenses incurred in connection with such refinancing, refunding, renewal or extension; (c) Debt secured by the Liens permitted under paragraph (b) or (c) of Section 6.01 and any obligations that are Debt permitted under Section 6.09, in an aggregate principal amount outstanding not to exceed $5,000,000 at any time; (d) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14Subordinated Debt; provided that (i) the unpaid principal amount of such Subordinated Debt shall plus the unpaid principal amount of the Debt described in subsection (f) below does not be securedexceed $160,000,000 in the aggregate outstanding at any one time, other and (ii) such Subordinated Debt (A) does not have a maturity date that is on or earlier than September 25, 2012, and (B) does not have any sinking fund payments, scheduled principal payments, or mandatory redemption obligations that are due on or prior to September 25, 2012; (f) The 2010 Senior Notes, the 2016 Senior Notes and any refinancings, renewals or extensions (but not increases except increases to cover premium paid, if any, and fees and expenses incurred in connection with such Debt owing to Swap Counterparties which are secured under the Loan Documentsrefinancing, renewal or extension and increases as provided in Section 6.02(e)) of such Debt, provided that any such refinancing (i) does not have a maturity date that is on or earlier than September 25, 2012, (ii) such Debt shall does not obligate have any sinking fund payments, scheduled principal payments, or mandatory redemption obligations that are due on or prior to September 25, 2012, (iii) does not impose representations, warranties, covenants, conditions, mandatory prepayments, events of default, remedies or other provisions similar to the Borrower foregoing that are materially more restrictive or burdensome as a whole than the terms and provisions of, as applicable, the 2010 Senior Notes or the 2016 Senior Notes as in effect on the Closing Date, (iv) does not impose any representation, warranty, covenant, condition, mandatory prepayment, event of its Subsidiaries default, remedy or other provision similar to any margin call requirements including any requirement to post cash collateral, property collateral the foregoing that is more restrictive or a letter burdensome than the terms and provisions of creditthis Agreement, and (iiiv) the deferred premium payments associated with does not impose a rate of interest on such Hedge Contracts shall be limited 2010 Senior Notes that exceeds a rate equal to the deferred premium payments for put option contracts which are secured under interest rate in effect on the Loan Documents; provided that, Closing Date plus 4% per annum or a rate of interest on such 2016 Senior Notes that exceeds the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000rate equal to the interest rate in effect on the Closing Date plus 2.0% per annum; (fg) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (gh) Debt under Hydrocarbon Hedge Agreements or Interest Hedge Agreements which are not prohibited by the terms of Section 6.14; (i) The CIECO Debt in an aggregate unpaid principal amount not to exceed $175,000,000 at any time and any refinancings, renewals or extensions thereof (but not increases except increases to cover premium paid, if any, and fees and expenses incurred in connection with such refinancing, renewal or extension); provided that any such refinancing does not (A) impose representations, warranties, covenants, conditions, mandatory prepayments, events of default, remedies or other provisions similar to the foregoing that are materially more restrictive or burdensome as a whole than the terms and provisions of the CIECO Loan Documents as in effect on the Closing Date (after giving effect to any amendments thereto permitted under Section 6.18), (B) impose any representation, warranty, covenant, condition, mandatory prepayment, event of default, remedy or other provision similar to the foregoing that is more restrictive or burdensome than the terms and provisions of this Agreement, (C) allow greater recourse to the Borrower or any of its Subsidiaries (other than the Entrada Entities) or their respective assets (other than the Entrada Assets) than that arising under the CIECO Loan Documents, or (D) cause the Borrower or any of its Subsidiaries (other than the Entrada Entities) to have any greater liability, whether direct or indirect, contingent or otherwise, in respect of such Debt than that arising under the CIECO Loan Documents; and (j) Debt not otherwise permitted under this Section 6.02, provided that (i) such Debt is not secured by any Lien on Property of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in of its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, Subsidiaries and (ii) the aggregate unpaid principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding exceed $5,000,000 at any time not to exceed $500,000time.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Documents; (b) Debt of the Borrower and its Subsidiaries under customary insurance premium financing arrangements entered into in the ordinary course of business Subordinated Loan Documents; (c) Debt not otherwise permitted by this Section 6.02 and listed on Schedule 4.05; provided that the outstanding principal amount of such Debt shall may not exceed $1,500,000be increased; (cd) Debt in the form of obligations for the deferred purchase price of Property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (de) Debt secured by the Liens permitted under paragraph (bc) of Section 6.01 in an aggregate amount 6.01; provided that, the sum of such Debt and other unsecured Debt permitted under paragraph 6.02(k) does not to exceed $3,000,000 250,000 at any time; (ef) Debt under Hydrocarbon Hedge Agreements or Interest Hedge Agreements which are not prohibited by the terms of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (fg) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (gh) Intercompany Debt; (i) Debt constituting letters of credit for the account of any member of the Borrower Company Group provided as security (i) for any matter which is a Lien permitted under paragraphs (e), (l), (n) or any Guarantor owing to the Borrower (o) or to any other GuarantorSection 6.01; provided that the amount of such Debt is subordinated to shall not exceed the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to obligations secured by such Lien, and (ii) to secure payment obligations in connection with self-insurance or similar requirements in the principal amount ordinary course of any business; (j) Debt renewedarising from the honoring by a bank or other financial institution of a check, refinanced draft or extended shall similar instrument drawn against insufficient funds in the ordinary course of business if extinguished within two (2) Business Days of incurrence and does not exceed $50,000; and (k) Debt not otherwise permitted under this Section 6.02, provided that (i) such Debt is not secured by any Lien, and (ii) the aggregate of amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) plus the aggregate amount of Debt permitted under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereofSection 6.02(e) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000250,000 at any time.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries to, createCreate, assume, suffer to exist, exist or in any manner become or be liable liable, in respect of, of any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Documents; (b) (i) Debt existing on the Closing Date and described in Schedule 6.02, Debt under customary insurance premium financing arrangements entered into in the ordinary course Sowood Documents, Debt under the Bridge Loan and/or the High Yield Notes Offering and (ii) any refinancings, extensions, renewals or replacements of business provided that such Debt to the outstanding extent the principal amount of such Debt is not increased (it being understood that any accrued but unpaid fees or interest added to any principal amount shall not exceed $1,500,000constitute an increase of such Debt for these purposes), neither the final maturity nor the weighted average life to maturity of such Debt is decreased, such Debt, if subordinated to the obligations of a Loan Party hereunder, remains so subordinated on terms (in their entirety) no less favorable to the Lenders and no more restrictive on the Loan Parties than the Subordinated Indebtedness being refinanced; (c) Debt in of the form Borrowers to Guarantors, and of obligations for Guarantors to the deferred purchase price of Property Borrowers or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (d) Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any time; (e) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms of Section 6.14other Guarantors; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms pursuant to a subordination agreement in form and substance reasonably acceptable to the Administrative Agent; and (ii) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged to the Administrative Agent in its sole discretionfor the ratable benefit of the Secured Parties; (hd) Guarantees of the Parent or any Wholly-Owned Subsidiary in respect of Debt or other obligations otherwise permitted hereunder of the Parent or any Wholly-Owned Subsidiary; (e) (i) Debt that constitutes a renewalincurred to finance the acquisition, refinancing construction or extension improvement of any fixed or capital assets and (ii) Debt referred to clause (d) in respect of this Section 6.02Capital Leases and Synthetic Lease Obligations and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that (i) no Lien existing at in the time case of Debt to finance the acquisition, construction or improvements of fixed or capital assets, such Debt is incurred prior to or within 120 days after such acquisition or the completion of such renewal, refinancing construction or extension shall be extended to cover any property not already subject to such Lien, improvement and (ii) the aggregate principal amount of any Debt renewed, refinanced or extended permitted by this paragraph shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension$4,000,000.00 at any time outstanding; (if) Debt obligations (contingent or otherwise) of any Borrower or any Wholly-Owned Subsidiary existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Person in the Series A Preferred Shares; provided thatordinary course of business for the purpose of directly mitigating risks associated with liabilities, (A) other than commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the extension value of the maturity date thereof, the terms, conditions and provisions of securities issued by such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority LendersPerson, and (B) the amount not for purposes of such Debt shall not increase other than as speculation or taking a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares“market view”; and (jg) Other unsecured Debt in an aggregate principal amount outstanding at any time not to exceed $500,0002,000,000.00 at any time outstanding.

Debts, Guaranties and Other Obligations. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except: (a) Debt of the Borrower and its Subsidiaries under the Loan Credit Documents; (b) Debt under customary insurance premium financing arrangements entered into of the Borrower and its Subsidiaries disclosed in the ordinary course of business provided that attached Schedule 6.2 and any extensions, rearrangements, modifications, renewal, and refinancings thereof which do not increase the outstanding principal amount thereof or the interest rate charged thereon above a market rate of such Debt shall not exceed $1,500,000interest; (c) Debt (including Capital Leases and purchase money obligations) relating to Property or assets acquired by the Borrower after the date of this Agreement not to exceed $25,000,000 (excluding gas balancing liabilities assumed in the acquisition of Oil and Gas Properties) at any time outstanding; (d) Debt for borrowed money owed by any Subsidiary of the Borrower to the Borrower or to any other Credit Party; (e) Debt in the form of obligations for the deferred purchase price of Property property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established; (df) any guarantee of any other Debt secured by the Liens permitted under paragraph (b) of Section 6.01 in an aggregate amount not to exceed $3,000,000 at any timebe incurred hereunder; (eg) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms in respect of Section 6.14; provided that (i) such Debt shall not be secured, other than such Debt owing to Swap Counterparties which are secured under the Loan Documents, (ii) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter letters of credit, bank or completion guarantees, surety, performance, warranty, bid, appeal or other bonds or guarantees and similar instruments, in each case to the extent (x) required by applicable Legal Requirements or any third Person and (iiiy) provided in the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount ordinary course of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower business in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) unsecured Debt that constitutes a renewalincurred to finance insurance premiums in an aggregate amount not to exceed $2,000,000 outstanding at any time; (i) endorsements of negotiable instruments for collection in the ordinary course of business; (j) Permitted Notes not to exceed an amount of $800,000,000 in aggregate outstanding principal at any time, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing Default or Event of Default exists at the time of the issuance of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, Permitted Notes and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt obligors (including but not any guarantors) under any such Permitted Notes shall be limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred SharesCredit Parties; and (jk) Other other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,00010,000,000 in the aggregate at any one time outstanding.

Debts, Guaranties and Other Obligations. The Neither Borrower shall not, and shall not permit nor any of its Subsidiaries toGuarantor will incur, create, assume, suffer to exist, assume or in any manner become or be liable in respect ofof any indebtedness, nor guarantee or otherwise in any Debt exceptmanner become or be liable in respect of any indebtedness, liabilities or other obligations of any other Person or entity, whether by agreement to purchase the indebtedness of any other Person or entity or agreement for the furnishing of funds to any other Person or entity through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the indebtedness of any other Person or entity, or otherwise, except that the foregoing restrictions shall not apply to: (ai) Debt the Notes, any renewal or increase thereof, the Parent Guaranty and the Subsidiary Guaranties or other indebtedness of the Borrower and its Subsidiaries under heretofore disclosed to Lenders in the Loan Documents;Financial Statements of the Company delivered pursuant to Section 10(f) of this Agreement or on Schedule "3" hereto; or (bii) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property Taxes, assessments or services incurred in the ordinary course of business other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate reserves in accordance with GAAP diligently conducted, if such reserve as shall be required by its auditors shall have been established;made therefor and levy and execution thereon have been stayed and continue to be stayed; or (diii) Debt secured by indebtedness (other than in connection with a loan or lending transaction) incurred in the Liens permitted under paragraph (b) ordinary course of Section 6.01 in an aggregate amount business, including, but not limited to exceed $3,000,000 at any time;indebtedness for drilling, completing, leasing and reworking oil and gas xxxxx; or (eiv) Debt obligations under Hydrocarbon Hedge Agreements which are not prohibited by the terms Rate Management Transactions permitted pursuant to Section 13(l) hereof; or (v) indebtedness of Section 6.14any Subsidiary Guarantor to Borrower or to any other Subsidiary Guarantor, or of Borrower to any Subsidiary Guarantor; provided that provided, (i) all such Debt indebtedness shall not be secured, other than evidenced by promissory notes and all such Debt owing notes shall be subject to Swap Counterparties which are secured under the Loan Documentsa first priority Lien pursuant to a pledge agreement reasonably satisfactory to Agent, (ii) all such Debt indebtedness shall not obligate be unsecured and subordinated in right of payment to the Borrower payment in full of all of the indebtedness, liabilities and obligations under this Agreement, the Notes and the other Loan Documents pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that in any of its Subsidiaries such case, is reasonably satisfactory to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of creditAgent, and (iii) any payment by any such Subsidiary Guarantor under any Subsidiary Guaranty shall result in a pro tanto reduction of the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of any indebtedness owed by such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided Subsidiary to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantorof its Subsidiaries for whose benefit such payment is made; or (vi) indebtedness of Borrower to Taurus pursuant to the Addison Note provided that such Debt indebtedness is subordinated to the Obligations on terms acceptable indebtedness, liabilities and obligations of Borrower under this Agreement pursuant to the Administrative Agent in its sole discretion;Subordination Agreement; or (hvii) Debt that constitutes a renewal, refinancing or extension other indebtedness of any Debt referred nature not in excess of C$25,000 in outstanding principal amount in the aggregate; or (viii) indebtedness of the U.S. Borrowers and the U.S. Subsidiary Guarantors pursuant to clause the U.S. Credit Agreement; or (dix) of this Section 6.02; the Senior Notes provided that the aggregate principal amount of such indebtedness does not exceed $350,000,000; or (x) indebtedness of the U.S. Borrowers and the U.S. Subsidiary Guarantors permitted under the U.S. Credit Agreement and not otherwise described in the foregoing clauses (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and through (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension;x); or (ixi) Debt under the Series A Preferred Shares; provided that, any renewals or extensions of (Abut not increases in) other than the extension any of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000foregoing.

Debts, Guaranties and Other Obligations. The Neither either Borrower shall notnor Guarantor will, and shall will not permit any of its Subsidiaries Subsidiary to, incur, create, assume, suffer to exist, assume or in any manner become or be liable in respect ofof any indebtedness, or guarantee or otherwise in any Debt exceptmanner become or be liable in respect of any indebtedness, liabilities or other obligations of any other Person, whether by agreement to purchase the indebtedness of any other Person or agreement for the furnishing of funds to any other Person through the purchase or lease of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging the indebtedness of any other Person, or otherwise, except that the foregoing restrictions shall not apply to: (ai) Debt of the Borrower Notes and its Subsidiaries under any renewal or increase thereof, or other indebtedness heretofore disclosed to Lenders in the Loan Documents;Borrowers' or Guarantor's Financial Statements or on Schedule "4" hereto; or (bii) Debt under customary insurance premium financing arrangements entered into in the ordinary course of business provided that the outstanding principal amount of such Debt shall not exceed $1,500,000; (c) Debt in the form of obligations for the deferred purchase price of Property taxes, assessments or services incurred in the ordinary course of business other government charges which are not yet due and payable or are being contested in good faith by appropriate proceedings action promptly initiated and for which adequate reserves in accordance with diligently conducted, if such reserve as shall be required by GAAP shall have been established;made therefor and levy and execution thereon have been stayed and continue to be stayed; or (diii) Debt secured by indebtedness (other than in connection with a loan or lending transaction) incurred in the Liens ordinary course of business which is not more than 60 days past due, including, but not limited to indebtedness for drilling, completing, leasing and reworking oil and gas wells; or (iv) obligations under Rate Management Tranxxxxxons permitted under paragraph pursuant to Section 13(l) hereof; or (bv) of Section 6.01 the Subordinated Debt; or (vi) other indebtedness not exceeding $250,000 in an the aggregate amount not to exceed $3,000,000 for Borrowers, Guarantor and Subsidiaries outstanding at any time;; or (evii) Debt under Hydrocarbon Hedge Agreements which are not prohibited by the terms any renewals or extensions of Section 6.14; provided that (i) such Debt shall not be securedbut, other than such Debt owing to Swap Counterparties which are secured under in the Loan Documentscase of the Notes, (iinot increases in) such Debt shall not obligate the Borrower or any of its Subsidiaries to any margin call requirements including any requirement to post cash collateral, property collateral or a letter of credit, and (iii) the deferred premium payments associated with such Hedge Contracts shall be limited to the deferred premium payments for put option contracts which are secured under the Loan Documents; provided that, the aggregate outstanding amount of such deferred premium payments shall not exceed $500,000; (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (g) Debt of the Borrower or any Guarantor owing to the Borrower or to any other Guarantor; provided that such Debt is subordinated to the Obligations on terms acceptable to the Administrative Agent in its sole discretion; (h) Debt that constitutes a renewal, refinancing or extension of any Debt referred to clause (d) of this Section 6.02; provided that (i) no Lien existing at the time of such renewal, refinancing or extension shall be extended to cover any property not already subject to such Lien, and (ii) the principal amount of any Debt renewed, refinanced or extended shall not exceed the amount of such Debt outstanding immediately prior to such renewal, refinancing or extension; (i) Debt under the Series A Preferred Shares; provided that, (A) other than the extension of the maturity date thereof, the terms, conditions and provisions of such Debt (including but not limited to, the subordination terms thereof) shall not be amended, supplemented, restated or otherwise modified in any way that could be reasonably determined to be adverse to the Lenders without the consent of the Majority Lenders, and (B) the amount of such Debt shall not increase other than as a result of dividend payments which have been added to the principal amount thereof as elected by certain holders of the Series A Preferred Shares; and (j) Other unsecured Debt in an aggregate amount outstanding at any time not to exceed $500,000foregoing.