Common use of Investments, Loans, Advances, Guarantees and Acquisitions Clause in Contracts

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Restricted Subsidiary prior to such merger) any capital stock, evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all of the foregoing, “Investments”), except: (a) Permitted Investments; (b) Investments (i) made by any Credit Party in or to any Credit Party, (ii) made by any Restricted Subsidiary in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000; (c) Investments made by the Borrower or any Restricted Subsidiary pursuant to the commitments set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender. (d) Guarantees constituting Indebtedness permitted by Section 7.01 (other than guarantees in respect of Capital Lease Obligations) and performance guarantees, in each case, incurred in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business and (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k); and (l) Investments by the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Date.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower Loan Parties will not, nor and will it not permit any of its Restricted their Subsidiaries to, directly or indirectly, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Restricted Subsidiary prior to such merger) any capital stock, Equity Interests in or evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, for any Person or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all each of the foregoing, an “Investment” and collectively, “Investments”), except: (ai) Permitted Investments; (bii) Investments (i) made by any Credit Party in or to any Credit Party, (ii) made by any Restricted Subsidiary in or to any Credit Party, (iii) made by existing on the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, Closing Date and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000; (c) Investments made by the Borrower or any Restricted Subsidiary pursuant to the commitments set forth on Schedule 7.06(c6.04; (iii) Investments in Hedging Agreements and Non-Interest Rate Hedging Agreements permitted by Section 6.01(a); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c; (iv) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower Investments (A) by Parent or any of its Restricted SubsidiariesSubsidiaries in Borrower or any Subsidiary Loan Party and (B) by a Foreign Subsidiary in any other Foreign Subsidiary; provided that any Investment in the form of a loan or advance shall be evidenced by a promissory note substantially in the form of Exhibit N hereto and, on in the one handcase of a loan or advance by a Loan Party, and pledged by such Loan Party as Collateral pursuant to the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.Security Documents; (dv) Guarantees constituting Indebtedness permitted by Section 7.01 Investments in securities or property of trade creditors or customers in the ordinary course of business received upon foreclosure or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers; (other than guarantees vi) Investments (A) for utilities, security deposits, leases and similar prepaid expenses incurred in respect the ordinary course of Capital Lease Obligationsbusiness and (B) and performance guaranteestrade accounts created, in each caseor prepaid expenses accrued, incurred in the ordinary course of business; (evii) Investments made by the Borrower and its Restricted Subsidiaries that are (i) customary or any Subsidiary as a result of consideration received in the oil and gas business, (ii) connection with an Asset Sale made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together compliance with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate6.05; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (iviii) loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business and (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, exceed $250,000 500,000 in the aggregate at any time outstanding; (iix) Permitted Acquisitions; (x) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) in Permitted Joint Ventures in an aggregate amount not to exceed 10% of the total consideration received from such Disposition; $10.0 million at any time outstanding (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, calculated based on the date any such Investment is made, the amount original cost thereof net of cash returns in respect of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k); and (lxi) other Investments by in an aggregate amount not to exceed $5.0 million at any time outstanding (calculated based on the original cost thereof net of cash returns in respect of such Investment); provided such investments are not made in an entity that is organized under the laws of a Non-U.S. Jurisdiction. An Investment shall be deemed to be outstanding to the extent not returned in the same form as the original Investment to Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective DateLoan Party.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly Loan Party and a wholly-owned Restricted Subsidiary prior to such merger) any capital stockEquity Interests in or of, or evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments; (b) Investments (i) made by any Credit Party investments in or to any Credit Party, (ii) made by any Restricted Subsidiary existence on the date hereof and described in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Schedule 6.04; (c) Investments investments by Holdings and Manager in the Borrower, by the Manager in Potbelly Franchising, and by the Borrower in Equity Interests of its Subsidiaries, provided that (i) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Security Agreement and (ii) the aggregate amount of investments made or incurred after the Effective Date (including any outstanding intercompany loans and outstanding Guarantees) by Loan Parties in Subsidiaries (including any Permitted J/V’s) that are not wholly-owned directly or indirectly by Borrower shall not exceed $10,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (d) loans or advances made by the Borrower to any wholly-owned Subsidiary that is a Loan Party and made by any Subsidiary to the Borrower or any Restricted other wholly-owned Subsidiary that is a Loan Party; provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the commitments set forth Security Agreement; (e) Indebtedness permitted by Section 6.01; (f) loans or advances made by a Loan Party to its employees on Schedule 7.06(c); providedan arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, that relocation costs and similar purposes up to a maximum of $100,000 in the Borrower’s aggregate at any one time outstanding; (g) subject to Sections 4.2(a) and 4.4 of the Security Agreement, notes payable, or stock or other securities issued by any Restricted Subsidiary’s commitments set forth Person obligated on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse an account receivable to the interests Borrower pursuant to negotiated agreements with respect to settlement of such account receivable in the ordinary course of business, consistent with past practices; (h) investments in newly formed Subsidiaries that become Loan Guarantors; (i) investments in the form of Swap Agreements permitted by Section 6.07; (j) investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such merger; (dk) Guarantees constituting Indebtedness investments received in connection with the dispositions of assets permitted by Section 7.01 6.05; (other than guarantees l) investments received in respect connection with the bankruptcy or reorganization of, or settlement of Capital Lease Obligations) delinquent accounts and performance guaranteesdisputes with, account debtors, customers and suppliers, in each case, incurred case in the ordinary course of business; (em) Investments other investments, loans, advances or Guarantees by the Borrower and or any of its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business and (ii) other short term loans to employees an aggregate amount not to exceed, with respect to exceed the foregoing clauses (i) and (ii) together, $250,000 in the aggregate Threshold Amount at any time outstanding; (in) Investments representing the non-cash portion investments constituting deposits described in clauses (c) and (d) of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% definition of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)term “Permitted Encumbrances”; and (lo) Investments by the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective DatePermitted Acquisitions.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower None of the Company or any Subsidiary will not, nor will it permit any of its Restricted Subsidiaries to, purchase, hold or hold, acquire (including pursuant to any merger or consolidation with any Person that was not a wholly wholly-owned Restricted Subsidiary prior to such merger) any capital stock, evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) ofthereto), make or otherwise permit to exist any loans or advances to, Guarantee any Indebtedness of, or make or permit to exist any investment or any other interest in, Investment in any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all of the foregoing, “Investments”), except: (a) the Amcol Acquisition; (b) Permitted Investments; (bc) (i) Investments existing on the Effective Date in Subsidiaries and (ii) other Investments existing on the Effective Date and set forth on Schedule 6.04; (d) (i) additional Investments by the Company in any Subsidiary Loan Party and by any Subsidiary Loan Party in the Company or in another Subsidiary Loan Party, and (ii) Investments (iincluding by way of capital contributions) by the Company and the Subsidiaries in Equity Interests in their Subsidiaries; provided, in the case of clause (ii), that (x) any such Equity Interests held by a Loan Party shall be pledged in accordance with the requirements of the Collateral and Guarantee Requirement and (y) no Investment by any Loan Party in any Subsidiary that is not a Loan Party shall be permitted pursuant to this Section 6.04(d) if, at the time of the making of, and after giving effect to, such Investment (and any substantially simultaneous use of the Permitted Amount), the Permitted Amount would be less than zero; provided that any sale or issuance of Equity Interests of a Loan Party in connection with the establishment of any Permitted Joint Venture shall be deemed to be an Investment by a Loan Party in a Subsidiary that is not a Loan Party in an amount equal to the value of such Loan Party after giving effect to such sale or issuance of Equity Interests; (e) loans or advances made by the Company or any Subsidiary to any Subsidiary; provided that no loan or advance made by any Credit Loan Party in to a Subsidiary that is not a Loan Party shall be permitted pursuant to this Section 6.04(e) if, at the time of, and after giving effect to, the making of such loan or advance (and any substantially simultaneous use of the Permitted Amount) and the use of proceeds thereof, the Permitted Amount would be less than zero; (f) Guarantees by the Company or any Subsidiary of Indebtedness or other obligations of the Company or any Subsidiary (including any such Guarantees arising as a result of any such Person being a joint and several co-applicant with respect to any Credit Partyletter of credit or letter of guaranty); provided that (i) (A) a Subsidiary that has not Guaranteed the Obligations pursuant to the Collateral Agreement shall not Guarantee any Indebtedness of any Loan Party and (B) any such Guarantee of Subordinated Indebtedness is subordinated to the Loan Document Obligations on terms no less favorable to the Lenders than those of the Subordinated Indebtedness, (ii) made any such Guarantee constituting Indebtedness is permitted by any Restricted Subsidiary in or to any Credit Party, Section 6.01 (other than clause (d) thereof) and (iii) made no Guarantee by any Loan Party of Indebtedness (excluding, for the Borrower or avoidance of doubt, Guarantees of obligations not constituting Indebtedness) of any Restricted Subsidiary in or that is not a Loan Party shall be permitted pursuant to any Unrestricted Subsidiary in an aggregate amount for all such Investments this Section 6.04(f) if, at any one the time outstanding not to exceed $5,000,000of the making of, and after giving effect to, such Guarantee (iv) made by and any substantially simultaneous use of the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Permitted Amount), the Permitted Amount would be zero; (cg) (i) loans or advances to employees of the Company or any Subsidiary made in the ordinary course of business, including those to finance the purchase of Equity Interests of the Company pursuant to employee plans and (ii) payroll, travel, entertainment, relocation and similar advances to directors and employees of the Company or any Subsidiary to cover matters that are expected at the time of such advances to be treated as expenses of the Company or such Subsidiary for accounting purposes and that are made in the ordinary course of business; provided that the aggregate principal amount of such loans and advances under this clause (g) outstanding at any time shall not exceed $10,000,000; (h) Investments made by received in connection with the Borrower bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, or consisting of securities acquired in connection with the satisfaction or enforcement of claims due or owing to the Company or any Restricted Subsidiary pursuant to the commitments set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender. (d) Guarantees constituting Indebtedness permitted by Section 7.01 (other than guarantees in respect of Capital Lease Obligations) and performance guarantees, in each case, incurred case in the ordinary course of business; (ei) Permitted Acquisitions; (j) Investments held by a Subsidiary acquired after the Effective Date or of a Person merged or consolidated with or into the Company or a Subsidiary after the Effective Date, in each case as permitted hereunder, to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (k) Investments made as a result of the receipt of noncash consideration from a sale, transfer, lease or other disposition of any asset in compliance with Section 6.05; (l) Investments by the Borrower and its Restricted Subsidiaries Company or any Subsidiary that are (i) customary in result solely from the oil and gas business, (ii) made in receipt by the ordinary course of the Borrower’s Company or such Subsidiary from any of its subsidiaries of a dividend or other Restricted Subsidiary’s business, and (iii) made Payment in the form ofof Equity Interests, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) evidences of Indebtedness or other similar agreements shall securities (but not exceed, together with all Dispositions any additions thereto made pursuant to Section 7.04(b), $10,000,000 in after the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as date of the date hereof and set forth on Schedule 7.06(greceipt thereof); (hm) Investments in the form of Hedging Agreements permitted under Section 6.07; (n) Investments by Foreign Subsidiaries in other Foreign Subsidiaries or by any Subsidiary that is not a Subsidiary Loan Party in any other Subsidiary that is not a Subsidiary Loan Party; (o) Guarantees by the Company or any Subsidiary of Indebtedness permitted under Section 6.01(u) or Section 6.01(v); (p) Investments consisting of (i) loans and advances to employees for movingextensions of trade credit, entertainment(ii) deposits made in connection with the purchase of goods or services or the performance of leases, travel licenses or contracts, in each case, in the ordinary course of business, (iii) notes receivable of, or prepaid royalties and other similar expenses extensions of credit to, customers and suppliers that are not Affiliates of the Company and that are made in the ordinary course of business and (iiiv) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit Guarantees made in the ordinary course of business in support of obligations of the Company or any of its Subsidiaries not constituting Indebtedness for borrowed money, including operating leases and obligations owing to suppliers, customers and licensees; (q) mergers and consolidations permitted under Section 6.03 that do not involve any Person other than the Company and Subsidiaries that are wholly-owned Subsidiaries; (r) intercompany loans or other intercompany Investments received made by Loan Parties in satisfaction the ordinary course of business to or partial satisfaction thereof from financially troubled account debtors in any Foreign Subsidiary to provide funds as necessary to enable the extent reasonably necessary applicable Foreign Subsidiary to comply with changes in order to prevent statutory or limit losscontractual capital requirements (other than any contractual requirement that constitutes a Guarantee); (ks) other Investments (including by way of capital contributions, loans and advances and Guarantees of Indebtedness) by the Borrower Company and the Restricted Subsidiaries in PCC Ventures; provided that any sale or issuance of Equity Interests of any Subsidiary in connection with the establishment of any Permitted Joint Venture constituting a PCC Venture shall be deemed to be an Investment in such PCC Venture; (t) intercompany Investments, reorganizations and other activities relating to tax planning and reorganization, so long as, after giving effect thereto the Liens of the Secured Parties in the Collateral, taken as a whole, are not materially impaired; provided that no Investment may be made by any Loan Party in a Subsidiary that is not a Loan Party or by the Company or any Subsidiary in an Unrestricted Subsidiary if, at the time of the making of, and after giving effect to, such Investment (and any substantially simultaneous use of the Permitted Amount), the Permitted Amount would be zero; (u) Investments (including by way of capital contributions, loans and advances and Guarantees of Indebtedness) by the Company and the Subsidiaries in Permitted Joint Ventures (other than Permitted Joint Ventures constituting PCC Ventures) and Unrestricted Subsidiaries; provided thatthat (x) any sale or issuance of Equity Interests of any Subsidiary in connection with the establishment of any Permitted Joint Venture (other than a Permitted Joint Venture constituting a PCC Venture) shall be deemed to be an Investment in such Permitted Joint Venture in an amount equal to the difference between the fair value of such Equity Interests in accordance with GAAP and the amounts received by the Company or the applicable Subsidiary in cash or Permitted Investments in respect thereof and (y) no Investment may be made under this clause (u) if, at time of the making of, and after giving effect to, such Investment (and any substantially simultaneous use of the Permitted Amount), the Permitted Amount would be less than zero; (v) Investments consisting of Guarantees in the ordinary course of business to support the obligations of any Subsidiary under its worker’s compensation and general insurance agreements; (w) other Investments, including Investments in connection with the acquisition of Foreign Subsidiaries or other Persons (including Non-Compliant Subsidiaries and Non-Compliant Assets in connection with Permitted Acquisitions) that will not be Loan Parties, in an aggregate amount not in excess of (i) $100,000,000, plus (ii) in any additional amount, to the extent the consideration therefor consists of Qualified Equity Interests or Qualifying Equity Proceeds available on the date of such Investment and not previously applied to Specified Uses, plus (iii) if the Net Leverage Ratio immediately after giving effect to any such Investment, calculated on a Pro Forma Basis at the time such Investment is made, is less than 3.00 to 1.00, in an amount not in excess of the amount of Available Amount at the time such InvestmentInvestment is made; provided, together with all other Investments however, that at the time any such Investment is made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Datew), does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions no Default shall have occurred and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower be continuing or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)would result therefrom; and (lx) other Investments, including Investments in connection with the acquisition of Foreign Subsidiaries or other Persons (including Non-Compliant Subsidiaries and Non-Compliant Assets in connection with Permitted Acquisitions) that will not be Loan Parties; provided that the Net Secured Leverage Ratio immediately after giving effect to any such Investment, calculated on a Pro Forma Basis at the time such Investment is made, is less than 2.50 to 1.00; provided, however, that at the time any such Investment is made pursuant to this clause (x), no Default shall have occurred and be continuing or would result therefrom. Notwithstanding anything contrary set forth above, (i) if any Investment is denominated in a foreign currency, no fluctuation in currency values shall result in a breach of this Section 6.04 and (ii) if any Investment is made in reliance on any “basket” determined by reference to Total Assets, no fluctuation in the Borrower aggregate amount of Total Assets shall result in a breach of this Section 6.04. In addition, in the event that a Loan Party makes an Investment in an Excluded Subsidiary for purposes of permitting such Excluded Subsidiary or any Restricted other Excluded Subsidiary consisting of to apply the payment of each Incentive Partnership’s share of the costs and expenses incurred amounts received by it to drillmake a substantially concurrent Investment (which may be made through any other Excluded Subsidiary) permitted hereunder, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned such substantially concurrent Investment by such Incentive Partnership Excluded Subsidiary shall not be included as an Investment for purposes of this Section 6.04 to the extent set forth on Schedule 7.06(l) and as in effect on that the Effective Dateinitial Investment by the Loan Party reduced amounts available to make Investments hereunder.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower None of the Company or any Subsidiary will not, nor will it permit any of its Restricted Subsidiaries to, purchase, hold or hold, acquire (including pursuant to any merger or consolidation with any Person that was not a wholly wholly-owned Restricted Subsidiary prior to such merger) any capital stock, evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) ofthereto), make or otherwise permit to exist any loans or advances to, Guarantee any Indebtedness of, or make or permit to exist any investment or any other interest in, Investment in any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all of the foregoing, “Investments”), except: (a) the Amcol Acquisition; (b) Permitted Investments; (bc) (i) Investments existing on the Effective Date in Subsidiaries and (ii) other Investments existing on the Effective Date and set forth on Schedule 6.04; (d) (i) additional Investments by the Company in any Subsidiary Loan Party and by any Subsidiary Loan Party in the Company or in another Subsidiary Loan Party, and (ii) Investments (iincluding by way of capital contributions) by the Company and the Subsidiaries in Equity Interests in their Subsidiaries; provided, in the case of clause (ii), that (x) any such Equity Interests held by a Loan Party shall be pledged in accordance with the requirements of the Collateral and Guarantee Requirement and (y) no Investment by any Loan Party in any Subsidiary that is not a Loan Party shall be permitted pursuant to this Section 6.04(d) if, at the time of the making of, and after giving effect to, such Investment (and any substantially simultaneous use of the Permitted Amount), the Permitted Amount would be less than zero; provided that any sale or issuance of Equity Interests of a Loan Party in connection with the establishment of any Permitted Joint Venture shall be deemed to be an Investment by a Loan Party in a Subsidiary that is not a Loan Party in an amount equal to the value of such Loan Party after giving effect to such sale or issuance of Equity Interests; (e) loans or advances made by the Company or any Subsidiary to any Subsidiary; provided that no loan or advance made by any Credit Loan Party in to a Subsidiary that is not a Loan Party shall be permitted pursuant to this Section 6.04(e) if, at the time of, and after giving effect to, the making of such loan or advance (and any substantially simultaneous use of the Permitted Amount) and the use of proceeds thereof, the Permitted Amount would be less than zero; (f) Guarantees by the Company or any Subsidiary of Indebtedness or other obligations of the Company or any Subsidiary (including any such Guarantees arising as a result of any such Person being a joint and several co-applicant with respect to any Credit Partyletter of credit or letter of guaranty); provided that (i) (A) a Subsidiary that has not Guaranteed the Obligations pursuant to the Collateral Agreement shall not Guarantee any Indebtedness of any Loan Party and (B) any such Guarantee of Subordinated Indebtedness is subordinated to the Loan Document Obligations on terms no less favorable to the Lenders than those of the Subordinated Indebtedness, (ii) made any such Guarantee constituting Indebtedness is permitted by any Restricted Subsidiary in or to any Credit Party, Section 6.01 (other than clause (d) thereof) and (iii) made no Guarantee by any Loan Party of Indebtedness (excluding, for the Borrower or avoidance of doubt, Guarantees of obligations not constituting Indebtedness) of any Restricted Subsidiary in or that is not a Loan Party shall be permitted pursuant to any Unrestricted Subsidiary in an aggregate amount for all such Investments this Section 6.04(f) if, at any one the time outstanding not to exceed $5,000,000of the making of, and after giving effect to, such Guarantee (iv) made by and any substantially simultaneous use of the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Permitted Amount), the Permitted Amount would be zero; (cg) (i) loans or advances to employees of the Company or any Subsidiary made in the ordinary course of business, including those to finance the purchase of Equity Interests of the Company pursuant to employee plans and (ii) payroll, travel, entertainment, relocation and similar advances to directors and employees of the Company or any Subsidiary to cover matters that are expected at the time of such advances to be treated as expenses of the Company or such Subsidiary for accounting purposes and that are made in the ordinary course of business; provided that the aggregate principal amount of such loans and advances under this clause (g) outstanding at any time shall not exceed $10,000,000; (h) Investments made by received in connection with the Borrower bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, or consisting of securities acquired in connection with the satisfaction or enforcement of claims due or owing to the Company or any Restricted Subsidiary pursuant to the commitments set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender. (d) Guarantees constituting Indebtedness permitted by Section 7.01 (other than guarantees in respect of Capital Lease Obligations) and performance guarantees, in each case, incurred case in the ordinary course of business; (ei) Permitted Acquisitions; (j) Investments held by a Subsidiary acquired after the Effective Date or of a Person merged or consolidated with or into the Company or a Subsidiary after the Effective Date, in each case as permitted hereunder, to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (k) Investments made as a result of the receipt of noncash consideration from a sale, transfer, lease or other disposition of any asset in compliance with Section 6.05; (l) Investments by the Borrower and its Restricted Subsidiaries Company or any Subsidiary that are (i) customary in result solely from the oil and gas business, (ii) made in receipt by the ordinary course of the Borrower’s Company or such Subsidiary from any of its subsidiaries of a dividend or other Restricted Subsidiary’s business, and (iii) made Payment in the form ofof Equity Interests, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) evidences of Indebtedness or other similar agreements shall securities (but not exceed, together with all Dispositions any additions thereto made pursuant to Section 7.04(b), $10,000,000 in after the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as date of the date hereof and set forth on Schedule 7.06(greceipt thereof); (hm) Investments in the form of Hedging Agreements permitted under Section 6.07; (n) Investments by Foreign Subsidiaries in other Foreign Subsidiaries or by any Subsidiary that is not a Subsidiary Loan Party in any other Subsidiary that is not a Subsidiary Loan Party; (o) Guarantees by the Company or any Subsidiary of Indebtedness permitted under Section 6.01(u) or Section 6.01(v); (p) Investments consisting of (i) loans and advances to employees for movingextensions of trade credit, entertainment(ii) deposits made in connection with the purchase of goods or services or the performance of leases, travel licenses or contracts, in each case, in the ordinary course of business, (iii) notes receivable of, or prepaid royalties and other similar expenses extensions of credit to, customers and suppliers that are not Affiliates of the Company and that are made in the ordinary course of business and (iiiv) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit Guarantees made in the ordinary course of business in support of obligations of the Company or any of its Subsidiaries not constituting Indebtedness for borrowed money, including operating leases and obligations owing to suppliers, customers and licensees; (q) mergers and consolidations permitted under Section 6.03 that do not involve any Person other than the Company and Subsidiaries that are wholly-owned Subsidiaries; (r) intercompany loans or other intercompany Investments received made by Loan Parties in satisfaction the ordinary course of business to or partial satisfaction thereof from financially troubled account debtors in any Foreign Subsidiary to provide funds as necessary to enable the extent reasonably necessary applicable Foreign Subsidiary to comply with changes in order to prevent statutory or limit losscontractual capital requirements (other than any contractual requirement that constitutes a Guarantee); (ks) other Investments (including by way of capital contributions, loans and advances and Guarantees of Indebtedness) by the Borrower Company and the Restricted Subsidiaries in PCC Ventures; provided that any sale or issuance of Equity Interests of any Subsidiary in connection with the establishment of any Permitted Joint Venture constituting a PCC Venture shall be deemed to be an Investment in such PCC Venture; (t) intercompany Investments, reorganizations and other activities relating to tax planning and reorganization, so long as, after giving effect thereto the Liens of the Secured Parties in the Collateral, taken as a whole, are not materially impaired; provided that no Investment may be made by any Loan Party in a Subsidiary that is not a Loan Party or by the Company or any Subsidiary in an Unrestricted Subsidiary if, at the time of the making of, and after giving effect to, such Investment (and any substantially simultaneous use of the Permitted Amount), the Permitted Amount would be zero; (u) Investments (including by way of capital contributions, loans and advances and Guarantees of Indebtedness) by the Company and the Subsidiaries in Permitted Joint Ventures (other than Permitted Joint Ventures constituting PCC Ventures) and Unrestricted Subsidiaries; provided thatthat (x) any sale or issuance of Equity Interests of any Subsidiary in connection with the establishment of any Permitted Joint Venture (other than a Permitted Joint Venture constituting a PCC Venture) shall be deemed to be an Investment in such Permitted Joint Venture in an amount equal to the difference between the fair value of such Equity Interests in accordance with GAAP and the amounts received by the Company or the applicable Subsidiary in cash or Permitted Investments in respect thereof and (y) no Investment may be made under this clause (u) if, at time of the making of, and after giving effect to, such Investment (and any substantially simultaneous use of the Permitted Amount), the Permitted Amount would be less than zero; (v) Investments consisting of Guarantees in the ordinary course of business to support the obligations of any Subsidiary under its worker's compensation and general insurance agreements; (w) other Investments, including Investments in connection with the acquisition of Foreign Subsidiaries or other Persons (including Non-Compliant Subsidiaries and Non-Compliant Assets in connection with Permitted Acquisitions) that will not be Loan Parties, in an aggregate amount not in excess of (i) $100,000,000, plus (ii) in any additional amount, to the extent the consideration therefor consists of Qualified Equity Interests or Qualifying Equity Proceeds available on the date of such Investment and not previously applied to Specified Uses, plus (iii) if the Net Leverage Ratio immediately after giving effect to any such Investment, calculated on a Pro Forma Basis at the time such Investment is made, is less than 3.00 to 1.00, in an amount not in excess of the amount of Available Amount at the time such InvestmentInvestment is made; provided, together with all other Investments however, that at the time any such Investment is made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Datew), does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions no Default shall have occurred and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower be continuing or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)would result therefrom; and (lx) other Investments, including Investments in connection with the acquisition of Foreign Subsidiaries or other Persons (including Non-Compliant Subsidiaries and Non-Compliant Assets in connection with Permitted Acquisitions) that will not be Loan Parties; provided that the Net Secured Leverage Ratio immediately after giving effect to any such Investment, calculated on a Pro Forma Basis at the time such Investment is made, is less than 2.50 to 1.00; provided, however, that at the time any such Investment is made pursuant to this clause (x), no Default shall have occurred and be continuing or would result therefrom. Notwithstanding anything contrary set forth above, (i) if any Investment is denominated in a foreign currency, no fluctuation in currency values shall result in a breach of this Section 6.04 and (ii) if any Investment is made in reliance on any "basket" determined by reference to Total Assets, no fluctuation in the Borrower aggregate amount of Total Assets shall result in a breach of this Section 6.04. In addition, in the event that a Loan Party makes an Investment in an Excluded Subsidiary for purposes of permitting such Excluded Subsidiary or any Restricted other Excluded Subsidiary consisting of to apply the payment of each Incentive Partnership’s share of the costs and expenses incurred amounts received by it to drillmake a substantially concurrent Investment (which may be made through any other Excluded Subsidiary) permitted hereunder, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned such substantially concurrent Investment by such Incentive Partnership Excluded Subsidiary shall not be included as an Investment for purposes of this Section 6.04 to the extent set forth on Schedule 7.06(l) and as in effect on that the Effective Dateinitial Investment by the Loan Party reduced amounts available to make Investments hereunder.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower Borrowers will not, nor and will it not permit any of other Loan Party or its Restricted Subsidiaries to, purchase, hold or acquire (including pursuant to any merger or amalgamation with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such mergermerger or amalgamation) any capital stock, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger, amalgamation or otherwise), except: (a) Permitted Investments, subject to control agreements in favor of the Collateral Agent for the benefit of the Secured Parties in form and substance satisfactory to Agents or otherwise subject to a perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in a manner satisfactory to the Agents; (b) Investments investments in existence on the date of this Agreement and described in Schedule 6.04; (i) investments made by any Credit Loan Party in or to the Capital Stock of any Credit wholly-owned Subsidiary which is a Loan Party, and (ii) investments made by any Restricted Subsidiary which is not a Loan Party in or to the Capital Stock of any Credit Subsidiary which is a Loan Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000; (cd) Investments investments made by any Loan Party in the Borrower or Capital Stock of any Restricted wholly-owned Subsidiary pursuant to the commitments set forth on Schedule 7.06(c); providedwhich is not a Loan Party, provided that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(caggregate amount of all investments made under this clause (d) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.exceed $250,000; (de) loans or advances made by a Loan Party to any other Loan Party (other than ICD) permitted by Section 6.01; (f) Guarantees constituting Indebtedness permitted by Section 7.01 6.01; (other than guarantees in respect of Capital Lease Obligationsg) and performance guarantees, in each case, incurred loans or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business; (e) Investments by the Borrower business consistent with past practices for travel and its Restricted Subsidiaries that are (i) customary entertainment expenses, relocation costs and similar purposes up to a maximum of $15,000 to any employee and up to a maximum of $50,000 in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including aggregate at any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g)one time outstanding; (h) Investments consisting notes payable, or stock or other securities issued by Account Debtors to a Loan Party in connection with the bankruptcy or reorganization of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses Account Debtors or in settlement or delinquent obligations of Account Debtors in the ordinary course of business and (ii) other short term loans to employees not to exceed, consistent with respect to the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at any time outstandingpast practice; (i) Investments representing advances in the nonform of (x) a pre-cash portion payment of expenses, so long as such expenses are being paid in accordance with customary trade terms of such Loan Party or (y) a pre-payment or down payment on the consideration received for acquisition of equipment or inventory in the Ordinary Course of Business, provided that the aggregate amount of pre-payments or down payments made to or deposited with a third party pursuant to clause (y) above shall not exceed at any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Dispositiontime $1,500,000; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments non-cash consideration received in satisfaction connection with the sale, transfer, lease or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary disposal of any asset in order to prevent or limit losscompliance with Section 6.03(b); (k) other Investments Swap Agreements otherwise permitted under Section 6.05; (l) Permitted Acquisitions and Capital Expenditures permitted hereunder; provided, however, that prior to commencing the construction of, contracting for the construction (including labor and materials) of, or acquiring materials related to the construction of, a Rig that is not owned by a Borrower as of the Borrower Effective Date, Borrowers shall obtain the approval of their respective board of directors or equivalent governing body for the commencement of such construction, execution of such contracts and acquisition of such materials; and (m) additional investments not to exceed $250,000 in the Restricted Subsidiaries; aggregate outstanding at any one time, provided that, that on the date any such Investment investment is made, made (i) no Default or an Event of Default has occurred and is continuing or would result therefrom and (ii) the amount of average daily Availability for the immediately preceding ninety (90) day period is at least $6,000,000 and the Borrowers’ Availability after giving effect to such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate investment is at least $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k); and (l) Investments by the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Date6,000,000.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower Company will not, nor and will it not permit any of its Restricted the Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Restricted Subsidiary prior to such merger) any capital stockEquity Interests, evidences of Indebtedness or other securities (including other than any option, warrant or other right to acquire any Hedging Agreement entered into in the ordinary course of the foregoingbusiness) of, make or permit to exist any loans or advances (excluding accounts receivable arising out of the sale of goods and services reflected on the Company’s consolidated balance sheet as current assets) to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all of the foregoing, “Investments”)unit, except: (a) Permitted Investments; (b) Investments (i) made by any Credit Party investments existing on the Restatement Effective Date in the capital stock of Subsidiaries or to any Credit Party, in Indebtedness of Subsidiaries and (ii) made by any Restricted Subsidiary in or to any Credit Party, (iii) made by other investments existing on the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, Restatement Effective Date and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000set forth on Schedule 6.07; (c) Investments made by the Borrower acquisitions of assets of or any Restricted Subsidiary pursuant to the commitments set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered Equity Interests in any manner adverse to the interests other Persons for consideration consisting solely of common stock of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.Company; (d) acquisitions of assets of or Equity Interests in other Persons that are not Affiliates of the Company, and loans or advances to Subsidiaries to provide funds required to effect such acquisitions, if, at the time of and after giving pro forma effect to each such acquisition and any related incurrences of Indebtedness, (i) the Leverage Ratio does not exceed 3.50 to 1.00 and (ii) no Default shall have occurred and be continuing; (e) (i) any investment, loan or advance by a Loan Party in or to another Loan Party; (ii) any investment, loan or advance by a Subsidiary that is not a Loan Party, or that is a Borrower that is a Foreign Subsidiary, in or to a Loan Party; (iii) any investment, loan or advance by any Subsidiary that is not a Loan Party, or that is a Borrower that is a Foreign Subsidiary, in or to any other Subsidiary that is not a Loan Party; (iv) any other investment, loan or advance by any Loan Party to any Subsidiary that is not a Loan Party, provided that each investment, loan or advance referred to in this clause (iv) made after the Restatement Effective Date must be in an outstanding principal amount that, together with the aggregate outstanding principal amount of all other investments, loans and advances permitted by this clause (iv) and made after the Restatement Effective Date, but net of all amounts paid by such non-Loan Party Subsidiaries in or to one or more Loan Parties after the Restatement Effective Date that constitute repayments of loans or advances made by such Loan Parties or returns of capital (as opposed to returns on capital) invested by such Loan Parties, shall not exceed $100,000,000; and (v) in addition to investments, loans and advances permitted under the preceding clauses (i) through (iv), (A) any Permitted AEC Transaction and (B) any investment, loan or advance by any Loan Party (whether directly or indirectly through one or more intervening Subsidiaries that are not Loan Parties) in or to an AEC Joint Venture Entity, provided that each investment, loan or advance referred to in this clause (v)(B) made after the Restatement Effective Date must be in an outstanding principal amount that, together with the aggregate outstanding principal amount of all other investments, loans and advances permitted by such clause (v)(B) and made after the Restatement Effective Date, but net of all amounts paid by such AEC Joint Venture Entity to one or more Loan Parties after the Restatement Effective Date that constitute repayments of loans or advances made by such Loan Parties or returns of capital (as opposed to returns on capital) invested by such Loan Parties, shall not exceed $100,000,000; (f) Guarantees by a Subsidiary constituting Indebtedness permitted by Section 7.01 6.01 (provided that a Subsidiary shall not Guarantee any obligation of the Company unless such Subsidiary also has Guaranteed the Obligations of the Company hereunder) and Guarantees by the Company of Indebtedness or other than guarantees obligations of a Subsidiary not prohibited by Section 6.01; (g) Guarantees by the Company of obligations to Bank of America, N.A., (i) of AIH under the Amended and Restated Limited Guaranty and Indemnity Agreement dated as of May 1, 2015 (as amended from time to time) between the Company and Bank of America, N.A., in respect of Capital Lease Obligationsoverdrafts or currency hedging transactions in an aggregate amount not to exceed US$20,000,000 at any time, and (ii) of other Subsidiaries under the Limited Guaranty and performance guaranteesIndemnity Agreement dated as of May 1, 2015 (as amended from time to time) between the Company and Bank of America, N.A., in respect of credit card exposure in an aggregate amount not to exceed US$1,000,000 at any time; (h) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case, incurred case in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (i) loans and or other advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business and (ii) other short term loans to employees not to exceed, consistent with respect to the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition;past practice; and (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit other investments not permitted under clauses (a) through (i) above in the ordinary course of business (and an aggregate amount not exceeding $75,000,000 at any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k); and (l) Investments by the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Datetime.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with with, or as a Division Successor pursuant to the Division of, any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such mergermerger or Division) any capital stock, evidences of Indebtedness or Equity Interests or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments, subject to control agreements in favor of the Administrative Agent for the benefit of the Secured Parties or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties; (b) Investments (i) made by any Credit Party investments in or to any Credit Party, (ii) made by any Restricted Subsidiary existence on the date hereof and described in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Schedule 6.04; (c) Investments made investments by the Borrower or Loan Parties and their Subsidiaries in Equity Interests in their respective Subsidiaries (which may include Subsidiaries created after the Effective Date), provided that, in each case, (i) any Restricted Subsidiary such Equity Interests held by a Loan Party shall be pledged pursuant to the commitments set forth on Schedule 7.06(cSecurity Agreement (subject to the limitations applicable to Equity Interests of a Foreign Subsidiary referred to in Section 5.13); provided, (ii) the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan Parties (together, in each case, with outstanding intercompany loans permitted under clause (A) to the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(cproviso to Section 6.04(d) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $5,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs) and (iii) no such investments into a non-Loan Party may be increased made while a Default is continuing or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.would result therefrom; (d) loans or advances made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any other Subsidiary, provided that (A) the amount of such loans and advances made by Loan Parties to non-Loan Parties (together, in each case, with outstanding investments permitted under clause (ii) to the proviso to Section 6.04(c) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $5,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs) and (B) no such loans or advances may be made to a non-Loan Party while any Default is continuing or would result therefrom; (e) Guarantees constituting Indebtedness permitted by Section 7.01 6.01, provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall (other than guarantees in respect of Capital Lease Obligations) and performance guaranteestogether, in each case, incurred with outstanding investments permitted under clause (ii) to the proviso to Section 6.04(c) and outstanding intercompany loans permitted under clause (A) to the proviso to Section 6.04(d)) shall not exceed $5,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (f) loans or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (g) notes payable, or stock or other securities issued by Account Debtors (as defined in the UCC) to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts (as defined in the UCC) in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together consistent with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g)past practices; (h) Investments consisting investments in the form of Swap Agreements permitted by Section 6.07; (i) investments of any Person existing at the time such Person becomes a Subsidiary of a Borrower or consolidates or merges with a Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such merger; (j) investments received in connection with the disposition of assets permitted by Section 6.05; (k) Permitted Acquisitions; (l) Indebtedness owing by Black Diamond Austria GmbH, formerly known as ADMIN BG Holding GmbH, a company organized under the laws of Austria, to the Company, formerly known as Black Diamond, Inc., evidenced by that certain Amended and Restated Intercompany Debt Agreement, dated as of May 31, 2018, as amended by Amendment No. 1 thereto dated January 1, 2019, as amended by Amendment No. 2 thereto dated May 3, 2019, by and between the Company and Black Diamond Austria GmbH, as disclosed to the Administrative Agent prior to the Effective Date (or as subsequently amended, restated, replaced or refinanced so long as such amendment, restatement, replacement or refinancing is consented to by the Administrative Agent in its Permitted Discretion, such consent not to be unreasonably withheld, delayed or conditioned if the debt amount, maturity, amortization and interest rate as set forth therein is not less favorable to the Lenders than the debt amount, maturity, amortization and interest rate existing on the date hereof) (the “Austria GmbH Debt Agreement”), in an aggregate amount not to exceed €10,000,000 at any time outstanding; provided that (i) no loans and or advances may be made by the Company to employees for moving, entertainment, travel and other similar expenses in Black Diamond Austria GmbH pursuant to the ordinary course of business Austria GmbH Debt Agreement while any Default is continuing or that would result therefrom and (ii) other short term loans Black Diamond Austria GmbH may assign the Austria GmbH Debt Agreement (and the Indebtedness owing thereunder) to employees a non-Loan Party Foreign Subsidiary of the Company approved by the Administrative Agent in its Permitted Discretion; (m) Indebtedness owing by Black Diamond Equipment Europe GmbH, a company organized under the laws of Austria, to Black Diamond, evidenced by that certain Amended and Restated Intercompany Debt Agreement, dated as of May 31, 2018, as amended by Amendment No. 1 thereto dated May 3, 2019, by and between Black Diamond Equipment Europe GmbH and Black Diamond, as disclosed to the Administrative Agent prior to the Effective Date (or as subsequently amended, restated, replaced or refinanced so long as such amendment, restatement, replacement or refinancing is consented to by the Administrative Agent in its Permitted Discretion, such consent not to exceedbe unreasonably withheld, with respect delayed or conditioned if the debt amount, maturity, amortization and interest rate as set forth therein is not less favorable to the foregoing Lenders than the debt amount, maturity, amortization and interest rate existing on the date hereof) (the “Equipment AG Debt Agreement”), in an aggregate amount not to exceed 6 million Swiss Francs at any time outstanding; provided that (i) no loans or advances may be made by Black Diamond to Black Diamond Equipment Europe GmbH pursuant to the Equipment AG Debt Agreement while any Default is continuing or that would result therefrom and (ii) Black Diamond Equipment Europe GmbH may assign the Equipment AG Debt Agreement (and the Indebtedness owing thereunder) to a non-Loan Party Foreign Subsidiary of the Company approved by the Administrative Agent in its Permitted Discretion; (n) investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (o) investments to the extent funded exclusively with (i) the identifiable cash proceeds from an issuance of Equity Interests by the Company (net of the payment of, or provision for, all underwriter fees and expenses, SEC and blue sky fees, printing costs, fees and expenses of accountants, lawyers and other professional advisors, brokerage commissions and other out-of-pocket fees and expenses actually incurred in connection with such issuance of Equity Interests), which such issuance of Equity Interests is made within the 365 consecutive days period (or such longer period as agreed to by the Administrative Agent in its Permitted Discretion) immediately preceding the making of such investment and/or (ii) Indebtedness of Subsidiaries which are not Loan Parties incurred pursuant to Section 6.01(r); and (p) other investments; provided that (i) the aggregate amount of such investments shall not exceed $5,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs) and (ii) together, $250,000 in the aggregate at any time outstanding; (i) Investments representing the no such investments into a non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction Loan Party may be made while a Default is continuing or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k); and (l) Investments by the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Datewould result therefrom.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Restatement Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stock, evidences of Indebtedness or other securities Equity Interests (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of assets, merger or otherwise) (the each of the foregoing, an “InvestmentsInvestment”), except: (a) Permitted Investments; (b) Investments (i) made by any Credit Party in or to any Credit Party, (ii) made by any Restricted Subsidiary existence on the date hereof and described in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Schedule 6.04; (c) Investments made by the Borrower or Borrowers and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (A) any Restricted Subsidiary such Equity Interests held by a Loan Party shall be pledged pursuant to the commitments set forth on Schedule 7.06(cSecurity Agreement (subject to the limitations applicable to Equity Interests of a Foreign Subsidiary referred to in Section 5.12) and (B) the aggregate amount of Investments by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(d) and outstanding Guarantees permitted under the proviso to Section 6.04(e); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased exceed $5,000,000 at any time outstanding (in each case determined without regard to any write-downs or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.write-offs); (d) loans or advances made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any other Subsidiary, provided that (A) any such loans and advances made by a Loan Party to a Subsidiary that is not a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(c) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed NAI-1514693629v12 110 $5,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (e) Guarantees constituting Indebtedness permitted by Section 7.01 6.01, provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (other than guarantees in respect of Capital Lease Obligationstogether with outstanding investments permitted under clause (B) to the proviso to Section 6.04(c) and performance guarantees, outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(d)) shall not exceed $5,000,000 at any time outstanding (in each casecase determined without regard to any write-downs or write-offs); (f) Permitted Acquisitions; (g) loans or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, incurred relocation costs and similar purposes up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (h) notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices; (ei) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to of Swap Agreements permitted by Section 7.04(b), $10,000,000 in the aggregate6.07; (fj) Investments consisting of Swap Agreements to any Person existing at the extent permitted under Section 7.07time such Person becomes a Subsidiary of a Borrower or consolidates or merges with a Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such Investments were not made in contemplation of such Person becoming a Subsidiary or of such merger; (gk) Investments existing as received in connection with the disposition of the date hereof and set forth on Schedule 7.06(g)assets permitted by Section 6.05; (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business and (iil) other short term loans to employees Investments not to exceed, with respect to the foregoing clauses (i) and (ii) together, exceed $250,000 1,000,000 in the aggregate at any time outstanding; (im) Investments representing the non-cash portion constituting deposits described in clauses (c) and (d) of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% definition of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)term “Permitted Encumbrances”; and (ln) Investments by constituting Banking Services Obligations. For the Borrower or any Restricted Subsidiary consisting avoidance of doubt, Investments in the payment Parent and certain of each Incentive Partnership’s share of the costs and expenses incurred its Subsidiaries shall be subject to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective DateSection 6.09(b).

Investments, Loans, Advances, Guarantees and Acquisitions. The Neither Holdings nor the MG Borrower will notwill, nor will it they permit any of its Restricted Subsidiaries Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly wholly-owned Restricted Subsidiary prior to such merger) any capital stock, Equity Interests (but specifically excluding (x) Holdings’ right to acquire and hold additional Equity Interests in the MG Borrower and (y) redemptions or other repurchases by the MG Borrower or Holdings of any such Equity Interests in accordance with the provisions of Sections 4.2.(e) and 7.4.(d) of the LLC Agreement) in or evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all of the foregoing, “Investments”)unit, except: (a) Permitted Investments; (b) Investments (i) made by any Credit Party in or to any Credit Party, (ii) made by any Restricted Subsidiary in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Permitted Acquisitions; (c) Investments made by investments existing on the Borrower date hereof in any Subsidiary or any Restricted Subsidiary pursuant to the commitments joint venture and set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender10.4.; (d) Guarantees constituting Indebtedness permitted by Section 7.01 (other than guarantees in respect payroll, travel and similar advances to cover matters that are expected at the time of Capital Lease Obligations) such advances ultimately to be treated as expenses of Holdings, the MG Borrower or any Subsidiary for accounting purposes and performance guarantees, in each case, incurred that are made in the ordinary course of business; (ei) Investments investments by Holdings in Equity Interests of the MG Borrower, by the MG Borrower or any other Loan Party (other than Holdings) in Equity Interests of a Subsidiary that is a Loan Party or any direct or indirect Wholly Owned Subsidiary of any Loan Party and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) loans or advances made by the MG Borrower or any other Loan Party (other than Holdings) to any Subsidiary that is a Loan Party or any direct or indirect Wholly Owned Subsidiary of any Loan Party and (iii) any contribution of assets from a Loan Party or a Wholly Owned Subsidiary of a Loan Party to another Loan Party or Wholly Owned Subsidiary of a Loan Party; (f) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as investments in the form of the date hereof and set forth on Schedule 7.06(g)Swap Agreements permitted by Section 10.6.; (h) Investments consisting investments of any Person existing at the time such Person becomes a Subsidiary or consolidates or merges with the MG Borrower or any Subsidiary (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger; (i) loans and advances investments resulting from pledges or deposits described in clause (c) or (d) of the definition of the term “Permitted Lien”; (j) investments received in connection with the disposition of any asset permitted by Section 10.5.; (k) receivables or other trade payables owing to employees for moving, entertainment, travel and other similar expenses the MG Borrower or a Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the MG Borrower or any Subsidiary deems reasonable under the circumstances; (l) investments by the MG Borrower or a Subsidiary (other than the Florida Borrower or any of its Subsidiaries) in Subsidiaries and joint ventures the primary business of which are businesses of the type conducted by the MG Borrower and the Subsidiaries on the Effective Date and businesses reasonably related thereto, provided that immediately after giving effect to such investment, in the case of any investment in a joint venture that is not a Subsidiary, (i) the MG Borrower or such Subsidiary will own Equity Interests in such joint venture representing at least 50% of the aggregate equity value represented by the issued and outstanding Equity Interests in such joint venture, (ii) other short term loans the MG Borrower or a Subsidiary will manage or otherwise be responsible for the day-to-day operations of such joint venture pursuant to employees not a customary management contract (or will have been designated to exceedact in such capacity upon project completion) or will have influence over such day-to-day operations by virtue of a franchise arrangement (or will have been designated to have such influence upon project completion) or (iii) the MG Borrower or a Subsidiary will be the managing member or day-to-day administrative member of such joint venture, or will have approval rights over major decisions with respect to such joint venture; (m) other investments, loans and advances by the foregoing clauses MG Borrower or any Subsidiary (other than the Florida Borrower or any of its Subsidiaries) in an aggregate amount, as valued at cost at the time each such investment, loan or advance is made and including all related commitments for future investments, loans or advances (and the principal amount of any Indebtedness that is assumed or otherwise incurred in connection with such investment, loan or advance other than Guarantees permitted under Section 10.1.(a)(xiii)) and without giving effect to any write-downs or write-offs thereof, that at the time of, and after giving effect to, the making thereof would not exceed $150,000,000 plus (i) the Net Sale Proceeds of asset sales by Holdings and any of its Subsidiaries that occur after the Effective Date minus any amounts expended pursuant to Section 10.7.(ix) and (ii) the Restricted Payment Cap Amount minus any amounts expended pursuant to Section 10.7.(viii); (n) repurchases by either of Holdings or the MG Borrower of the Trust Preferred Securities or other Equity Interests to the extent permitted by Section 10.7(viii); (o) any Guarantees and/or indemnities permitted by Section 10.1.(a)(xiii); (p) investments and contributions of promoted interests or assets of a similar nature to the Subsidiary formed for the purpose of issuing Equity Interests to the beneficiaries of the Executive Promoted Interest Bonus Pool (2011); and (q) investments and contributions made, and cash flow guaranties or similar instruments of assurance provided, in connection with obtaining or maintaining management agreements in favor of the Management Company. Notwithstanding the foregoing, the Florida Borrower will not purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger) any Equity Interests in or evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except as provided in Sections 10.4.(a), (b), (d), (i) and (ii) together, $250,000 in the aggregate at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit lossk); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k); and (l) Investments by the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Date.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stock, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments, subject to control agreements to the extent required by the US Security Agreement or Canadian Security Agreement, as applicable; (b) Investments (i) made by any Credit Party investments in or to any Credit Party, (ii) made by any Restricted Subsidiary existence on the date of this Agreement and described in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Schedule 6.04; (c) Investments investments by Holdings in the US Borrower and by the Borrowers and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the relevant Security Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in Section 5.12) and (B) the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(d)) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed US$2,500,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (d) loans or advances made by the either Borrower to any Subsidiary and made by any Subsidiary to either Borrower or any Restricted Subsidiary other Subsidiary, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the commitments set forth on Schedule 7.06(crelevant Security Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(c) and outstanding Guarantees permitted under the proviso to Section 6.04(e); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased exceed US$2,500,000 at any time outstanding (in each case determined without regard to any write-downs or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.write-offs); (de) Guarantees constituting Indebtedness permitted by Section 7.01 (other than guarantees in respect 6.01, provided that the aggregate principal amount of Capital Lease Obligations) and performance guarantees, in each case, incurred in the ordinary course Indebtedness of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall (itogether with outstanding investments permitted under clause (B) customary in to the oil proviso to Section 6.04(c) and gas business, outstanding intercompany loans permitted under clause (iiB) made in to the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iiiproviso to Section 6.04(d)) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant exceed US$2,500,000 at any time outstanding (in each case determined without regard to Section 7.04(bany write-downs or write-offs), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements loans or advances made by a Loan Party to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth its employees on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses an arms-length basis in the ordinary course of business consistent with past practices for travel and (ii) other short term loans entertainment expenses, relocation costs and similar purposes up to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, $250,000 a maximum of US$500,000 in the aggregate at any one time outstanding; (g) subject to Section 5.8 of the US Security Agreement and Section 8 of the Canadian Security Agreement, notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts so long as no Default or Event of Default has occurred or is continuing or would result therefrom; (h) investments in the form of Swap Agreements permitted by Section 6.07; (i) Investments representing investments of any Person existing at the non-cash portion time such Person becomes a Subsidiary of either Borrower or consolidates or merges with either Borrower or any of the consideration received for any Disposition Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of assets permitted under Section 7.04(j) not to exceed 10% such Person becoming a Subsidiary or of the total consideration received from such Dispositionmerger; (j) demand deposits with financial institutions, prepaid expenses and extensions investments or acquisitions resulting from the receipt of trade credit in the ordinary course assets which are disposed of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors pursuant to the extent reasonably necessary in order to prevent or limit loss)a disposition permitted by Section 6.05; (k) Permitted Acquisitions; (l) investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (m) the purchase of pulp or similar raw materials, or electricity, natural gas or other Investments by the Borrower energy sources, and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made investments pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does Pulp Hedging Contracts and Energy Hedging Contracts not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)entered into for speculative purposes; and (ln) Investments by other investments in an aggregate amount not to exceed US$5,000,000 during the Borrower or any Restricted Subsidiary consisting term of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Datethis Agreement.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger or consolidation with any Person that was not a wholly Loan Party and a wholly-owned Restricted Subsidiary prior to such mergermerger or consolidation) any capital stockEquity Interests, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any Person or any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments; (b) Investments investments in existence on the date hereof and described in Schedule 6.04 (iother than Designated Intercompany Indebtedness); (c) made by any Credit Party in or to any Credit Party, investments (ii) made by any Restricted Subsidiary in or to any Credit Party, (iiiother than Designated Intercompany Investments) made by the Borrower or and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (i) any Restricted Subsidiary such Equity Interests held by a Loan Party shall, unless constituting Excluded Collateral, be pledged pursuant to the Security Agreement and (ii) the aggregate outstanding amount of investments by Loan Parties in or Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (ii) to the proviso to Section 6.04(d) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $5,000,000 at any time outstanding (in each case determined without regard to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and write-downs or write-offs); (ivd) loans or advances (other than Designated Intercompany Indebtedness) made by the Borrower any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any Restricted Subsidiary other Subsidiary, provided that (i) any such loans and advances shall be evidenced by an Intercompany Note and pledged pursuant to the Security Agreement and (ii) the outstanding amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (ii) to the proviso to Section 6.04(c) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $5,000,000 at any time outstanding (in or each case determined without regard to any Nonwrite-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000downs or write-offs); (c) Investments made by the Borrower or any Restricted Subsidiary pursuant to the commitments set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender. (de) Guarantees constituting Indebtedness permitted by Section 7.01 6.01 (other than guarantees in respect Permitted Convertible Notes), provided that the aggregate outstanding principal amount of Capital Lease Obligations) and performance guarantees, in each case, incurred in the ordinary course Indebtedness of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (i) customary in the oil and gas business, together with outstanding investments permitted under clause (ii) made in to the ordinary course of proviso to Section 6.04(c) and outstanding intercompany loans permitted under clause (ii) to the Borrower’s or such Restricted Subsidiary’s business, and (iiiproviso to Section 6.04(d)) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant exceed $5,000,000 at any time outstanding (in each case determined without regard to Section 7.04(bany write-downs or write-offs), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements loans or advances made by a Loan Party to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth its employees on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses an arms-length basis in the ordinary course of business consistent with past practices for travel and (ii) other short term loans entertainment expenses, relocation costs and similar purposes up to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, a maximum of $250,000 in the aggregate at any one time outstanding; (g) notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices; (h) investments in the form of Swap Agreements permitted by Section 6.07; (i) Investments representing investments of any Person existing at the non-cash portion time such Person becomes a Subsidiary of the consideration received for Borrower or consolidates or merges with the Borrower or any Disposition Subsidiary (including in connection with a Permitted Acquisition), so long as such investments were not made in contemplation of assets permitted under Section 7.04(j) not to exceed 10% such Person becoming a Subsidiary or of the total consideration received from such Dispositionmerger; (j) demand investments received in connection with the Disposition of assets permitted by Section 6.05; (k) investments constituting deposits with financial institutionsdescribed in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (l) Permitted Acquisitions; and (m) Designated Intercompany Indebtedness and Designated Intercompany Investments; provided that, prepaid expenses notwithstanding the foregoing, in no event shall this Section 6.04 permit the Disposition (whether in a single transaction or a series of transactions) of any intellectual property that is material to the business of the Borrower and extensions its Subsidiaries (taken as a whole) to any Person other than a Loan Party or a wholly-owned Subsidiary; provided that the Borrower and its Subsidiaries may grant non-exclusive licenses of trade credit any intellectual property to any Subsidiary that is not a Loan Party in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by so long as the Borrower or such Subsidiary retains the applicable Restricted Subsidiary from Investments made under this Section 7.06(k); and (l) Investments by beneficial ownership and the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred same rights to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by use such Incentive Partnership intellectual property as held prior to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Datesuch license.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower Loan Parties will, and will not, nor will it permit any of its Restricted cause their Subsidiaries to, not purchase, hold or acquire (including pursuant to any merger or amalgamation with any Person that was not a wholly owned Restricted Subsidiary prior to such mergermerger or amalgamation) any capital stock, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all each of the foregoing, an “Investmentsinvestment”), exceptexcept for: (a) Permitted Investments; (b) Investments (i) made by any Credit Party in or to any Credit Party, (ii) made by any Restricted Subsidiary in or to any Credit Party, (iii) made by investments existing on the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000Effective Date, and (iv) made set forth on Schedule 6.4, and any modification, renewal or extension thereof; provided that the amount of any investment permitted pursuant to this clause is not increased from the amount of such investment on the Effective Date except pursuant to the terms of such investment as of the Effective Date, as a result of undistributed earnings of the Person in whom such investment is made, or as otherwise permitted by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000this SECTION 6.4; (c) Investments made loans, advances, and investments by any Loan Party to or in, and guaranties by any Loan Party of the Borrower obligations of, any other Loan Party or purchases by a Loan Party of Stock of another Loan Party (other than Xxxx) or of assets constituting a business unit from another Borrower, provided that any Restricted Loan Party or other Subsidiary pursuant to the commitments set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower (except the ZC Partnership) making a loan or any of its Restricted Subsidiaries, on advance to another Loan Party is subject to the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.Intercompany Subordination Agreement; (d) Guarantees loans, advances, or other investments by any of the Loan Parties to or in, and guaranties by any Loan Party of the obligations of, any of its respective Subsidiaries or purchases by a Loan Party of stock of any Subsidiary or of assets constituting Indebtedness permitted by Section 7.01 a business unit of a Subsidiary, all in an amount not to exceed $15,000,000 in the aggregate for all such loans, advances, guaranties, stock or asset purchases or other investments made since the Effective Date; (e) accounts receivable created or acquired, and deposits, prepayments and other than guarantees in respect of Capital Lease Obligations) and performance guaranteescredits to suppliers made, in each case, incurred in the ordinary course of business; (ef) Investments investments consisting of transfers of Stock in a Excluded Subsidiary to any other Excluded Subsidiary, together with any note or other securities issued by the Borrower and its Restricted Subsidiaries that are such other Excluded Subsidiary in consideration of such transfer; (g) investments in registered investment companies which invest solely in investments otherwise permitted by this SECTION 6.4; (h) investments consisting of non-cash consideration received as proceeds of asset dispositions permitted by SECTION 6.5; (i) customary [intentionally omitted]; (j) investments in Xxxx Stock, whether or not permitted under SECTION 6.6 in connection with the oil satisfaction of the Borrowers’ or a Subsidiary’s obligations under a 401(k) plan or an employee Stock ownership plan and/or the Xxxx Omnibus Stock Incentive Plan or similar employee benefit plans maintained by the Borrowers and gas businesstheir respective Subsidiaries, or any of them; (iik) made investments consisting of Indebtedness permitted by SECTION 6.1; (l) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers of the Loan Parties, in each case in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (im) loans and or advances to employees employees, officers or directors for movingthe purpose of travel, entertainment, travel and other similar expenses entertainment or relocation in the ordinary course of business and (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, exceed $250,000 2,000,000 in the aggregate at any time outstanding; (n) acquisitions of assets or Stock (other than the Stock of any of the Loan Parties) so long as (i) Investments representing such assets or Stock acquired are related to the non-cash portion business of one of the consideration received for Loan Parties or their Subsidiaries, (ii) the Payment Conditions are satisfied at the time of and after giving effect to such acquisition, (iii) with respect to any Disposition such acquisitions of Stock, if the entity so acquired is not an Excluded Subsidiary, simultaneously with the occurrence of such acquisition, the entity so acquired shall if it owns Inventory (A) be merged, amalgamated or consolidated with and into one of the Loan Parties, (B) transfer all of its assets (other than those required to satisfy liabilities) to the Loan Parties, or (C) become a Loan Party under this Agreement and the other Loan Documents in accordance with SECTION 5.13 hereof, and (iv) such acquisition shall have been approved by the Board of Directors of the Person (or similar governing body if such Person is not a corporation) which is the subject of such acquisition and such Person shall not have announced that it will oppose such acquisition or shall not have commenced any action which alleges that such acquisition shall violate applicable law; (o) acquisitions of Xxxx Stock permitted under Section 7.04(jby SECTION 6.4(j) or repurchases of Xxxx Stock otherwise permitted by SECTION 6.6; (p) Guarantees of obligations of a Subsidiary other than any Canadian Loan Party in an amount not to exceed 10% of $10,000,000 in the total consideration received from aggregate for all such DispositionGuarantees at any time outstanding; (jq) demand deposits Guarantees of the foreign currency and hedging obligations of Xxxx Canada to meet the operating needs of the business consistent with financial institutionspast practices; (r) Guarantees and warranties of Inventory sold to customers in the ordinary course of business consistent with past practices; (s) Guarantees by any Loan Party of obligations of one or more Excluded Subsidiaries under repair, prepaid expenses warranty or diamond bond contracts in connection with such Loan Party’s and its Subsidiaries’ ordinary course jewelry warranty programs; (t) investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business (or consisting of and any Investments received loans and advances by a Loan Party to consignment vendors, secured by a Lien on the inventory which has been, or will be, consigned to a Loan Party, in satisfaction a principal amount not to exceed the value of such consigned inventory, and which are repayable out of the proceeds of the sale of such consigned inventory or partial satisfaction thereof from financially troubled account debtors upon the return of such consigned inventory to the extent reasonably necessary in order to prevent or limit loss)consignment vendor; (ku) other Investments by investments consisting of Hedging Agreements permitted under SECTION 6.9; (v) investments in any Person existing at the Borrower and the Restricted Subsidiaries; provided thattime such Person becomes a Subsidiary of any Loan Party pursuant to an investment otherwise permitted under this SECTION 6.4, on the date any so long as such Investment is made, the amount investments were not made in contemplation of such InvestmentPerson becoming a Subsidiary; (w) Guarantees of leases that do not constitute Indebtedness, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed entered into in the ordinary course of business; (x) other investments in an aggregate amount not to exceed $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)5,000,000; and (ly) Investments by other investments, if, at the Borrower time of such investment and after giving effect thereto, the RP Conditions are satisfied. Notwithstanding anything in this Agreement to the contrary, (a) exclusive of Indebtedness of Xxxx Canada Co. to ZC Partnership permitted hereunder and contractual liability insurance policies incurred in the ordinary course of business, the aggregate outstanding amount of any and all transactions between any or any Restricted Subsidiary consisting all of the payment of each Incentive Partnership’s share Loan Parties, on the one hand, and any or all of the costs and expenses incurred to drillExcluded Subsidiaries, complete and operate oil and gas xxxxx located on the properties other hand, that are covered by any of the Oil clauses (a) through (x) of this SECTION 6.4 (but excluding clause (y)) shall not exceed $25,000,000 at any one time, (b) in no event may proceeds of the Term Priority Collateral be invested in Permitted Investments or otherwise deposited in securities accounts, and Gas Interests owned by such Incentive (c) the Loan Parties shall cause the ZC Partnership not to make any Investments in any other Person, other than Investments in Xxxx Canada Co. consistent with past practice and otherwise permitted hereunder. Notwithstanding anything to the extent set forth on Schedule 7.06(l) contrary, the Loan Parties shall, and shall cause their Subsidiaries to, cause the Xxxx Insurance Subsidiaries not to make any investments in any other Person, other than investments made in the ordinary course of business in accordance with their investment policies, investments by one Xxxx Insurance Subsidiary in another Xxxx Insurance Subsidiary or as may be reasonably deemed appropriate in effect on connection with an expansion to new business lines or opportunities reasonably deemed lawful and appropriate for conduct by an insurance company licensed as are the Effective DateXxxx Insurance Subsidiaries, provided that, such investments are not expected to be adverse in any material respect to the Lenders.

Investments, Loans, Advances, Guarantees and Acquisitions. The Such Borrower will not, nor and will it not permit any of its Restricted Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly wholly-owned Restricted Subsidiary prior to such merger) any capital stock, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) make any assets of any other Person constituting a business unit (all of the foregoing, “Investments”)Acquisition, except: (a) Permitted Investments; (b) Investments investments by the Borrowers in the capital stock of their respective Subsidiaries on the Effective Date and other investments existing on the Effective Date and described on Schedule 6.04; (c) investments or loans and advances made after the Effective Date (i) made by any Credit Loan Party in or to any Credit other Loan Party, (ii) made by any Restricted Non-Guarantor Subsidiary in or to any Credit Loan Party, (iii) made by the Borrower or any Restricted Non-Guarantor Subsidiary in or to any Unrestricted other Non-Guarantor Subsidiary and (iv) by any Loan Party in any Non-Guarantor Subsidiary in an aggregate amount for all such Investments at any one time outstanding, together with the amount of outstanding mergers or Acquisitions of or by Non-Guarantor Subsidiaries (that do not otherwise become a Guarantor in the period provided for under Section 5.10) pursuant to Section 6.04(e), not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,00030,000,000; (c) Investments made by the Borrower or any Restricted Subsidiary pursuant to the commitments set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender. (d) Guarantees and Hedge Agreements constituting Indebtedness permitted by Section 7.01 (other than guarantees in respect of Capital Lease Obligations) and performance guarantees, in each case, incurred in the ordinary course of business;6.01; and (e) Investments by any merger or Acquisition (which in the Borrower and its Restricted Subsidiaries that are case of a Limited Condition Acquisition, shall be subject to Section 1.07) if (i) customary in such merger involves any Borrower, such Borrower shall be the oil and gas businesssurviving or continuing corporation thereof, (ii) made immediately before and after giving effect such merger or Acquisition, no Event of Default or Unmatured Default shall exist or shall have occurred and be continuing and the representations and warranties contained in Article III and in the ordinary course other Loan Documents shall be true and correct on and as of the Borrower’s date thereof (both before and after such merger or Acquisition is consummated) as if made on the date such Restricted Subsidiary’s businessmerger or Acquisition is consummated, (iii) at least 10 Business Days’ prior to the consummation of such merger or Acquisition, the Borrowers shall have provided to the Administrative Agent a certificate of the Chief Financial Officer or Treasurer of the Company (attaching pro forma computations acceptable to the Administrative Agent to demonstrate compliance with all financial covenants hereunder, and a pro forma Leverage Ratio of not more than 0.25 to 1.00 less than the maximum permitted Leverage Ratio pursuant to Section 6.13(a) (after giving effect to any Leverage Ratio Increase then in effect or elected in connection therewith), each stating that such merger or Acquisition complies with this Section 6.04(e), all laws and regulations and that any other conditions under this Agreement relating to such transaction have been satisfied, and such certificate shall contain such other information and certifications as requested by the Administrative Agent and be in form and substance satisfactory to the Administrative Agent, (iv) at least 10 Business Days’ prior to the consummation of such merger or Acquisition, the Borrowers shall have delivered all acquisition documents and other agreements and documents relating to such merger or Acquisition, and the Administrative Agent shall have completed a satisfactory review thereof and completed such other due diligence satisfactory to the Administrative Agent, (v) the Borrowers shall, at least 10 Business Days prior to the consummation of merger or Acquisition, provide such other certificates and documents as requested by the Administrative Agent, in form and substance satisfactory to the Administrative Agent, (vi) the target of such merger or Acquisition is in a line of business permitted under Section 6.10, and (iiivii) made in such merger or Acquisition is not opposed by the form ofboard of directors (or similar governing body) of the selling person or the person whose equity interests are to be acquired, unless the Administrative Agent consents to such merger or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptableAcquisition; provided that Investments made the aggregate amount of mergers or Acquisitions of or by Non-Guarantor Subsidiaries (that do not otherwise become a Guarantor in the form of, or pursuant to, farm-out agreements or development agreements (including period provided for under Section 5.10) at any drillco agreements) or other similar agreements shall not exceedtime outstanding, together with all Dispositions the amount of outstanding investments made pursuant to Section 7.04(b6.04(c)(iv), shall not exceed $10,000,000 in the aggregate30,000,000; (f) Investments consisting investments in the form of Swap Agreements Restricted Payments permitted pursuant to the extent permitted under Section 7.07;6.06; and (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances investments not otherwise permitted pursuant to employees for moving, entertainment, travel and other similar expenses this Section in the ordinary course of business and (ii) other short term loans to employees an aggregate amount not to exceed, with respect to the foregoing clauses (i) and (ii) together, exceed $250,000 in the aggregate 10,000,000 at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date that immediately before and immediately after giving pro forma effect to any such Investment is madeinvestments, no Unmatured Default or Event of Default shall have occurred and be continuing. For purposes of determining the amount of any investment outstanding for purposes of this Section 6.04, such amount shall be deemed to be the amount of such Investmentinvestment when made, together with all other Investments made pursuant to this clause purchased or acquired (k) of Section 7.06 (without adjustment for subsequent increases or decreases in each case determined based on the cost value of such Investmentinvestment) since less any amount realized in respect of such investment upon the Effective Datesale, does collection or return of capital (not to exceed in the aggregate $5,000,000 plus the original amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(kinvested); and (l) Investments by the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Date.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower No Loan Party will, or will not, nor will it permit any of its Restricted Subsidiaries Subsidiary to, purchase, hold or acquire (including pursuant to any merger with or consolidation with, or as a Division Successor pursuant to the Division of, any Person that was not a wholly owned Restricted Subsidiary prior to such mergermerger or consolidation or Division) any capital stock, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any Person or any assets of any other Person constituting a business unit (all of the foregoing, “Investments”)unit, except: (a) Permitted Investments; (b) Investments Permitted Acquisitions (i) made by any Credit with the understanding that a Loan Party in or to any Credit Party, (ii) made by any Restricted Subsidiary in or may use proceeds of Indebtedness to consummate a Permitted Acquisition so long as such Indebtedness is permitted under the Loan Documents); provided, that all such Permitted Acquisitions of any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Person designated as an Unrestricted Subsidiary in an aggregate amount for at the time of such Permitted Acquisition, when aggregated with all such Investments other Restricted Intercompany Transactions, shall not at any time exceed the Restricted Intercompany Transactions Amount; provided, further, that only one time outstanding not Permitted Acquisition shall be permitted to exceed $5,000,000, and (iv) made by be consummated hereunder during the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Covenant Relief Period; (c) Investments the LSC Acquisition; (d) loans or advances made by the Borrower or by: (i) a Loan Party to another Loan Party; (ii) a Loan Party to any Restricted Subsidiary pursuant that is not a Loan Party, subject to the commitments set forth on Schedule 7.06(cproviso at the end of this Section 6.04(d); (iii) any non-Loan Party Subsidiary that is a Restricted Subsidiary to a Loan Party; (iv) any non-Loan Party Subsidiary that is a Restricted Subsidiary to any other non-Loan Party Subsidiary that is a Restricted Subsidiary; and (v) any Loan Party or Restricted Subsidiary to any Unrestricted Subsidiary, any Affiliate of any Loan Party or Restricted Subsidiary, or any Person in which a Loan Party or other Restricted Subsidiary owns no more than 50% of the voting Equity Interests thereof, subject to the proviso at the end of this Section 6.04(d); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender. (d) Guarantees constituting Indebtedness permitted by Section 7.01 (other than guarantees in respect of Capital Lease Obligations) and performance guarantees, in each case, incurred in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or all such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business and covered by (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (id)(ii) and (ii) togetherd)(v), $250,000 in the aggregate when aggregated with all other Restricted Intercompany Transactions, shall not at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k); and (l) Investments by the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Date.Intercompany Transactions Amount;

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stockEquity Interests, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any other investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) enter into any assets of any other Person constituting a business unit (all of the foregoing, “Investments”)Acquisition, except: (a) cash and Permitted Investments, provided that such Permitted Investments owned by a Loan Party are subject to control agreements in favor of the Administrative Agent for the benefit of the Secured Parties or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties, in each case to the extent required in the Security Agreement; (b) Investments (i) made investments in existence on the date of this Agreement and described in Schedule 6.04 including any amendments, modifications, restatements, renewals or supplements thereof that do not involve the provision of any new consideration by any Credit Loan Party in or to any Credit Party, (ii) made by any Restricted Subsidiary in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Subsidiary; (c) Investments investments by Holdings in the Borrowers and by the Borrowers and the Restricted Subsidiaries in any Restricted Subsidiaries; provided that (i) the aggregate amount of investments by Loan Parties in Restricted Subsidiaries that are not Loan Parties (together with outstanding Guarantees permitted under the proviso to Section 6.04(d)) shall not exceed $30,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs), (ii) any such investments in the form of loans and advances made by (A) a Loan Party to another Loan Party shall be evidenced by the Borrower or any Intercompany Note, (B) a Restricted Subsidiary that is not a Loan Party to a Loan Party shall be subordinated to the Secured Obligations on terms and conditions satisfactory to the Administrative Agent, and (C) a Loan Party to a Restricted Subsidiary that is not a Loan Party shall be evidenced by a promissory note pledged pursuant to the commitments set forth on Schedule 7.06(c); provided, Security Agreement and (iii) any such investments in the form of Equity Interests (other than Equity Interests in Excluded Subsidiaries (A) described in clause (c) of the definition thereof and (B) described in clause (a) of the definition thereof to the extent that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(cconstituent documents of such Excluded Subsidiaries prohibit the granting of Liens thereon) shall not be increased or otherwise altered in any manner adverse pledged pursuant to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.Security Agreement; (d) Guarantees constituting Indebtedness permitted by Section 7.01 6.01; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall (together with outstanding investments permitted under clause (i) to the proviso to Section 6.04(c)) shall not exceed the greater of $30,000,000 at any time outstandingand 3.0% of Consolidated Total Assets (in each case determined without regard to any write-downs or write-offs); (e) Guarantees by Holdings or any other Loan Party of the obligations of the Company or any of its Restricted Subsidiaries under leases (other than guarantees in respect of Capital Lease ObligationsLeases or sale leasebacks) or contracts and performance guaranteesother obligations that, in each case, incurred do not constitute Indebtedness and are entered into in the ordinary course of business; (ef) Investments loans or advances made by the Borrower a Loan Party to its officers, directors and its Restricted Subsidiaries that are employees on an arms’-length basis (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes and (ii) other short term in connection with such Person’s purchase of Equity Interests of Holdings or any Parent to the extent that the amount of such loans or advances are contributed to employees Holdings in cash, the aggregate principal amount of such loans and advances outstanding at any one time not to exceedexceed $10,000,000; (g) subject to Sections 4.2(a) and 4.4 of the Security Agreement, notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the foregoing clauses ordinary course of business, consistent with past practices; (h) (i) and (ii) together, $250,000 in the aggregate at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business, (ii) investments in the ordinary course of business consisting of Article 3 or Article 4 endorsements for collection or deposit, and (and iii) advances of payroll payments to employees in the ordinary course of business; (i) investments in the form of Swap Agreements permitted by Section 6.07; (j) investments of any Investments received Person existing at the time such Person becomes a Subsidiary of a Borrower or consolidates or merges with a Borrower or any of the Subsidiaries (including in satisfaction connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss)of such merger; (k) investments received in connection with the dispositions of assets permitted by Section 6.05; (l) investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (m) any investment (including a Permitted Acquisition) to the extent that payment for such investment is made solely with, or with the cash proceeds of the issuance of, Equity Interests of Holdings (other Investments than Disqualified Stock) or with the cash proceeds of capital contributions to Holdings from the holders of its Equity Interests, in each case which are designated as being for the purpose of making such investment by written notice to the Borrower Administrative Agent; (n) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the Restricted Subsidiariesordinary course of business; (o) investments made to repurchase or retire Equity Interests of Holdings owned by directors, officers or employees or any employee stock ownership plan of the Company (or any direct or indirect parent thereof) to the extent permitted by Section 6.08; provided that, on the date and (p) Permitted Acquisitions and other investments (any such Investment is made, the amount of such Investment, together with all Permitted Acquisition or other Investments investment being made pursuant to this clause (k) of Section 7.06 (in each case determined based p), a “Specified Investment”); provided that on the cost date of such InvestmentSpecified Investment (i) since no Default or Event of Default then exists of would result therefrom and (ii) after giving effect thereto on a pro forma basis either (A) both (1) Availability is greater than the Effective Datehigher of 10% of the Commitments and $25,000,000 and (2) the Fixed Charge Coverage Ratio for the period of four consecutive fiscal quarters ending on the last day of the most recent fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable, is greater than 1.0 to 1.0 or (B) Availability is greater than the higher of 15% of the Commitments and $37,500,000; provided further that if the test in clause (p)(ii) for Specified Investments is not satisfied, then any Loan Party shall be permitted to make Specified Investments in an amount which, when aggregated with all prior Specified Investments made under this clause (p) that did not satisfy the test in clause (p)(ii), does not exceed in $15,000,00025,000,000 so long as, after giving pro forma effect to the aggregate Specified Investments as of the date thereof, (I) no Default or Event of Default then exists or would result therefrom and (II) either (x) the Fixed Charge Coverage Ratio is greater than 1.0 to 1.0 or (y) Availability is greater than the higher of 10% of the Commitments and $5,000,000 plus 25,000,000. Notwithstanding anything herein to the amount of dividendscontrary, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments no Acquisition shall be permitted to be made under this Section 7.06(k); and (l) Investments by the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by 6.04 unless such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective DateAcquisition constitutes a Permitted Acquisition.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stockEquity Interests, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments, subject to control agreements in favor of the Administrative Agent for the benefit of the Secured Parties or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties; (b) Investments (i) made by any Credit Party investments in or to any Credit Party, (ii) made by any Restricted Subsidiary existence on the date hereof and described in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Schedule 6.04; (c) Investments made investments by the Borrower or and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (i) any Restricted Subsidiary such Equity Interests held by a Loan Party shall be pledged pursuant to the commitments set forth Security Agreement (subject to the limitations applicable to Equity Interests of a Foreign Subsidiary referred to in Section 5.14) and (ii) the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan Parties shall not exceed $1,000,000 at any time outstanding (in each case determined net of any returns on Schedule 7.06(ccapital but without regard to any write-downs or write-offs); provided, that the Borrower’s ; (d) loans or advances made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any Restricted other Subsidiary’s commitments set forth on Schedule 7.06(c, provided that (i) to the extent any such loans and advances made by a Loan Party is evidenced by a promissory note, such promissory note shall be pledged pursuant to the Security Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding Guarantees permitted under the proviso of Section 6.04(e)) shall not be increased exceed $1,000,000 at any time outstanding (in each case determined net of any cash payments of principal thereon but without regard to any write-downs or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.write-offs); (de) Guarantees constituting Indebtedness permitted by Section 7.01 (other than guarantees in respect 6.01, provided that the aggregate principal amount of Capital Lease Obligations) and performance guarantees, in each case, incurred in the ordinary course Indebtedness of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (i) customary in the oil and gas business, together with outstanding intercompany loans permitted under clause (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iiiproviso to Section 6.04(d)) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant exceed $1,000,000 at any time outstanding (in each case determined without regard to Section 7.04(bany write-downs or write-offs), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements loans or advances made by a Loan Party to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth its employees on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses an arms-length basis in the ordinary course of business consistent with past practices for travel and (ii) other short term loans entertainment expenses, relocation costs and similar purposes up to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, a maximum of $250,000 in the aggregate at any one time outstanding; (g) notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices; (h) investments in the form of Swap Agreements permitted by Section 6.07; (i) Investments representing investments of any Person existing at the non-cash portion time such Person becomes a Subsidiary of the consideration received for Borrower or consolidates or merges with the Borrower or any Disposition Subsidiary (including in connection with a Permitted Acquisition), so long as such investments were not made in contemplation of assets permitted under Section 7.04(j) not to exceed 10% such Person becoming a Subsidiary or of the total consideration received from such Dispositionmerger; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to connection with the extent reasonably necessary in order to prevent or limit loss)disposition of assets permitted by Section 6.05; (k) other Investments by the Borrower investments constituting deposits described in clauses (c) and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (kd) of Section 7.06 the definition of the term “Permitted Encumbrances”; (l) customary Guarantees in each case determined based on the cost connection with asset sales and other asset dispositions permitted hereunder and in connection with operating leases permitted hereunder (but not with respect of Indebtedness), including indemnification obligations and parent guarantees with respect to such Investmentleases; (m) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)Permitted Acquisitions; and (ln) Investments by additional investments (other than Acquisitions) in an amount not to exceed (i) $2,000,000 in the Borrower or any Restricted Subsidiary consisting aggregate after the Effective Date and prior to the first anniversary of the payment of each Incentive Partnership’s share of Effective Date and (ii) $5,000,000 in the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on aggregate after the Effective Date.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stock, evidences of Indebtedness or Equity Interests or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment Investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments, subject to Control Agreements as required by the Security Agreement or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties; (b) Investments (i) made by any Credit Party in or to any Credit Party, (ii) made by any Restricted Subsidiary existence on the date hereof and described in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Schedule 6.04(b); (c) Investments loans or advances made by a Loan Party to its employees on an arms-length basis in the Borrower or ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $1,000,000 in the aggregate at any Restricted Subsidiary pursuant to the commitments set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.time outstanding; (d) Guarantees constituting Indebtedness permitted notes payable, or stock or other securities issued by Section 7.01 (other than guarantees in Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of Capital Lease Obligations) such Account Debtor's Accounts and performance guarantees, in each case, incurred Credit Card Accounts in the ordinary course of business, consistent with past practices; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to of Swap Agreements permitted by Section 7.04(b), $10,000,000 in the aggregate6.07; (f) Investments consisting of Swap Agreements to any Person existing at the extent time such Person becomes a Subsidiary of a Borrower or consolidates or merges with a Borrower or any of the Subsidiaries (including in connection with a permitted under Section 7.07acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such merger; (g) Investments existing as received in connection with the disposition of the date hereof and set forth on Schedule 7.06(g)assets permitted by Section 6.05; (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses constituting deposits described in the ordinary course of business and (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (ic) and (iid) together, $250,000 in of the aggregate at any time outstanding;definition of the term “Permitted Encumbrances”; and (i) other Investments representing and Permitted Acquisitions, subject to the non-cash portion satisfaction of the consideration received for any Disposition Payment Condition, provided that the aggregate amount of assets permitted under Section 7.04(j) all such Investments and Permitted Acquisitions in respect of Persons that are not Loan Parties shall not exceed $5,000,000; provided further that with respect to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit Investments by Holdings in the ordinary course of business (Borrowers and any Investments received by the Borrowers and the Subsidiaries in satisfaction or partial satisfaction thereof from financially troubled account debtors Equity Interests in their respective Subsidiaries, such Equity Interests held by a Loan Party shall be pledged pursuant to the extent reasonably necessary Security Agreement (subject to the limitations applicable to Equity Interests of a Foreign Subsidiary referred to in order Section 5.14) and with respect to prevent Investments in the form of loans or limit loss); (k) advances made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any other Investments Subsidiary, such loans and advances made by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made a Loan Party shall be evidenced by a promissory note pledged pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k); and (l) Investments by the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective DateSecurity Agreement.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower Parent and the Company each will not, nor and will it not permit any of its Restricted Subsidiaries Material Subsidiary or any other Loan Party to, purchase, hold or acquire (including pursuant to any merger or consolidation with any Person that was not a wholly owned Restricted Subsidiary prior to such mergermerger or consolidation) any capital stock, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any Person or any assets of any other Person constituting a business unit (all of the foregoing, an “InvestmentsInvestment”), except: (a) Permitted Investmentscash or cash equivalent investments; (b) Investments (i) made by any Credit Party in or to any Credit Party, (ii) made by any Restricted Subsidiary in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Permitted Acquisitions; (c) Investments made by the Borrower or any Restricted Subsidiary pursuant to the commitments set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, Loan Party existing on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.date hereof; (d) Guarantees (i) constituting Indebtedness permitted by Section 7.01 6.01 and (other than guarantees in respect ii) by the Parent of Capital Lease Obligations) and performance guarantees, in each case, incurred in the ordinary course of businessCompany’s obligations to the trustees under the Signet Group Pension Scheme; (e) Investments made by any Material Subsidiary or any other Loan Party in or to any joint venture so long as the Borrower aggregate outstanding amount of all such Investments that may be made and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including outstanding does not exceed $50,000,000 outstanding at any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregatetime; (f) Investments consisting made by any Material Subsidiary or any other Loan Party to employees of Swap Agreements any Material Subsidiary or Loan Party pursuant to the extent permitted under Section 7.07staff purchasing agreements; (g) Investments existing as made by the Company or any Material Subsidiary or any other Loan Party to directors or employees of the date hereof and set forth on Schedule 7.06(gCompany or any Material Subsidiary or any other Loan Party (other than those permitted by Section 6.04(f)) in an aggregate amount not to exceed $1,000,000 outstanding at any time; (h) Investments consisting made by the Company or any Material Subsidiary or any other Loan Party in or to any other member of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business and (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at any time outstanding;Group; and (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by (other than acquisitions), so long as the Borrower aggregate amount of all such investments, loans and advances does not exceed $75,000,000 during the Restricted Subsidiaries; provided that, on the date any such Investment is madeterm of this Agreement. For purposes of determining compliance with this Section 6.04, the amount of such Investmentany Investment outstanding under clauses (e), together with all other Investments made pursuant to this clause (kg) of Section 7.06 and (in each case determined based on i) shall be the original cost of such Investment, reduced (at the Parent or the Company’s option) since the Effective Dateby any dividend, does not exceed in the aggregate $5,000,000 plus the amount of dividendsdistribution, distributions and returns interest payment, return of capital, repayment or other amount or value received in each caserespect of such Investment (including, consisting in the case of cash and cash equivalentsclause (e), the value of any inventory or services received by the Borrower any Material Subsidiary or any other Loan Party from the applicable Restricted Subsidiary from Investments made under this Section 7.06(kjoint venture); and (l) Investments by the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Date.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries to, Subsidiary to purchase, hold or acquire (including pursuant to any merger or amalgamation with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such mergermerger or amalgamation) any capital stock, evidences evidence of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) Equity Interest of, make or permit to exist any loans or advances to, Guarantee any Indebtedness of, or make or permit to exist any investment or any other interest in, obligations of any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of assets, merger, amalgamation or otherwise) (each of the foregoing, an “InvestmentsInvestment”), except: (a) Permitted InvestmentsInvestments in assets constituting, or at the time of making such Investments were, cash or Cash Equivalents; (b) Investments in existence or contractually committed to be made on the Effective Date and described in Schedule 6.04 and any modification, replacement, renewal, extension or reinvestment thereof, so long as the aggregate amount of all Investments pursuant to this Section 6.04(b) is not increased at any time above the amount of such Investments or binding agreements existing or contemplated on the Effective Date, except pursuant to the terms of such Investment or binding agreements existing or contemplated as of the Effective Date (including as a result of the accrual or accretion of original issue discount or the issuance of payment-in-kind obligations) or as otherwise permitted by this Section 6.04 or Section 6.07; (c) Permitted Acquisitions; (d) Investments in Holdings or any Subsidiary; provided that (x) any loans and advances or evidences of Indebtedness made or held by a Loan Party shall be evidenced by the Intercompany Note pledged pursuant to the applicable Security Agreement and (y) the amount of Investments made or held by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding Investments in a Restricted Subsidiary that is a Non-Compliant Subsidiary or Asset not owned by a Loan Party pursuant to the definition of Permitted Acquisition and Guarantees permitted under the proviso to Section 6.04(e)) (valued at the time of the making thereof) and outstanding shall not exceed the greater of (A) $100,000,000 and (B) 5.00% of Consolidated Total Assets of Holdings (measured as of the date each such Investment is made based upon the financial statements most recently delivered pursuant to Section 5.01(a) or Section 5.01(b)); (e) Guarantees of or constituting Indebtedness permitted by Section 6.01; provided that, the aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding Investments in a Restricted Subsidiary that is a Non-Compliant Subsidiary or Asset not owned by a Loan Party pursuant to the definition of Permitted Acquisition and intercompany loans permitted under clause (y) to the proviso to Section 6.04(d)) (valued at the time of the making thereof) and outstanding shall not exceed the greater of (A) $100,000,000 and (B) 5.00% of Consolidated Total Assets of Holdings (measured as of the date each such Investment is made based upon the financial statements most recently delivered pursuant to Section 5.01(a) or Section 5.01(b)); (f) (i) loans or advances made by any Credit Loan Party or any Restricted Subsidiary to its employees in or to any Credit Partythe ordinary course of business for travel and entertainment expenses, relocation costs and similar purposes and (ii) additional loans and advances to employees, officers and directors in an amount not to exceed at any time the greater of (A) $5,000,000 and (B) 0.25% of Consolidated Total Assets of Holdings (measured as of the date each such Investment is made based upon the financial statements most recently delivered pursuant to Section 5.01(a) or Section 5.01(b)); (g) notes payable, or stock or other securities issued by account debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such account debtor’s accounts in the ordinary course of business, consistent with past practices; (h) Investments in the form of Swap Agreements entered into in the ordinary course of business and not for speculative purposes to protect against changes in interest rates, commodity prices, foreign exchange rates or in connection with an issuance of convertible notes; (i) Investments of any Person existing at the time such Person becomes a Restricted Subsidiary of Holdings or consolidates or merges or amalgamates with Holdings or any of the Restricted Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Restricted Subsidiary or to any Credit Partyof such merger or amalgamation; (j) Investments received in connection with the Dispositions of assets permitted by Section 6.05; (k) investments constituting deposits described in clauses (c), (iiid), (n), (r), (s) and (t) of the definition of the term “Permitted Encumbrances”; (l) the Target Acquisition and other Investments in connection with the Transactions; (m) [Reserved]; (n) Investments consisting of loans to employees, officers, directors or consultants for the purpose of purchasing Equity Interests in the Borrower so long as the proceeds of such loans are used to pay the purchase price of such Equity Interests and are reinvested in Holdings; (o) other Investments; provided that the aggregate amount of all such Investments that are so made pursuant to this clause (o) (valued at the time of the making thereof) and outstanding at the time shall not at any time exceed the greater of (A) $50,000,000 and (B) 2.50% of Consolidated Total Assets of Holdings (measured as of the date such Investment is made based upon the financial statements most recently delivered pursuant to Section 5.01(a) or Section 5.01(b)); (i) Guarantees incurred by the Borrower or any other Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000; (c) Investments made by the Borrower or any Restricted Subsidiary pursuant to the commitments set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests respect of obligations of the Borrower or any of its other Restricted Subsidiaries, on the one handSubsidiary that are not prohibited to be incurred under this Agreement, and (ii) Guarantees incurred in the Lendersordinary course of business in respect of obligations to suppliers, on the other handcustomers, unless otherwise consented to by the Lead Lender.franchisees, lessors, license that do not constitute indebtedness; (dq) Guarantees constituting Indebtedness permitted by Section 7.01 any other Investments (other than guarantees Acquisitions); provided that, both immediately before and immediately after giving pro forma effect to any such Investment pursuant to this clause (q), the Payment Conditions shall be satisfied with respect to such Investment; (r) Guarantees by Holdings or any Restricted Subsidiary of leases or of other obligations incurred in respect the ordinary course of Capital Lease Obligations) and performance guaranteesbusiness that do not constitute Indebtedness, in each case, incurred case entered into in the ordinary course of business; (es) Investments the forgiveness or conversion to equity of any Indebtedness owed by the Borrower Holdings or any Restricted Subsidiary and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to permitted by Section 7.04(b), $10,000,000 in the aggregate6.01; (ft) Investments consisting Subsidiaries of Swap Agreements to Holdings may be established or created (but any Investment in such Subsidiary must be made in accordance with the extent permitted under other provisions of Section 7.07; (g6.04) Investments existing as if Holdings and such Subsidiary comply with the applicable requirements of the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for movingSection 5.10, entertainment, travel and other similar expenses in the ordinary course of business and (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiariesif applicable; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting to the extent such new Subsidiary is created solely for the purpose of cash and cash equivalents, received by the Borrower consummating a transaction pursuant to an Acquisition or the applicable Restricted Subsidiary from Investments made Investment otherwise permitted under this Section 7.06(k6.04, and such new Subsidiary at no time holds any assets or liabilities prior to the closing of such transactions, such new Subsidiary shall not be required to take the actions set forth in Section 5.10, as applicable, until the respective acquisition or Investment is consummated (at which time the surviving entity of the respective transaction shall be required to so comply in accordance with the provisions thereof); (u) Investments received substantially contemporaneously in exchange for Qualified Equity Interests of Holdings; provided that no Change of Control would result therefrom; and (lv) Investments by in joint ventures and Unrestricted Subsidiaries outstanding at any time in an amount not to exceed the Borrower or any Restricted Subsidiary consisting greater of (A) $50,000,000 and (B) 2.50% of Consolidated Total Assets of Holdings (measured as of the payment date such Investment is made based upon the financial statements most recently delivered pursuant to Section 5.01(a) or Section 5.01(b)). Notwithstanding the foregoing, any Acquisition made in reliance on any provision of each Incentive Partnership’s share this Section 6.04 must satisfy the requirements set forth in clauses (a) through (e) of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Datedefinition of “Permitted Acquisition”.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stockEquity Interests, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) make any assets of any other Person constituting a business unit (all of the foregoing, “Investments”)Acquisitions, except: (a) Permitted Investments, subject to control agreements in favor of the Lender or otherwise subject to a perfected security interest in favor of the Lender; (b) Investments investments in existence on the date hereof and described in Schedule 6.04; (c) investments by the Company and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (i) any such Equity Interests held by a Loan Party shall be pledged to the extent required pursuant to the Security Agreement and (ii) the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans from Loan Parties to Subsidiaries that are not Loan Parties permitted under Section 6.04(d)(ii) and outstanding Guarantees loans from Loan Parties to Subsidiaries that are not Loan Parties permitted under Section 6.04(e)) shall not exceed $5,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (d) loans or advances (i) made by any Credit Loan Party in or to any Credit Party, other Loan Party or (ii) made by any Restricted Subsidiary in or Loan Party to any Credit Party, Subsidiary that is not a Loan Party (subject to the limitations set forth in section (c)(ii) above) or (iii) made by the Borrower any Subsidiary that is not a Loan Party to a Loan Party or any Restricted Subsidiary in or to other Subsidiary, provided that any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, loans and (iv) advances made by any Subsidiary that is not a Loan Party to a Loan Party shall, if requested by Lender, be subordinated to the Borrower or any Restricted Subsidiary in or Secured Obligations on terms reasonably acceptable to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000the Lender; (c) Investments made by the Borrower or any Restricted Subsidiary pursuant to the commitments set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender. (de) Guarantees constituting Indebtedness permitted by Section 7.01 6.01; (f) loans or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $100,000 in the aggregate at any one time outstanding; (g) notes payable, or stock or other than guarantees in securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of Capital Lease Obligations) and performance guarantees, in each case, incurred such Account Debtor’s Accounts in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together consistent with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g)past practices; (h) Investments consisting investments in the form of Swap Agreements permitted by Section 6.07; (i) investments of any Person existing at the time such Person becomes a Subsidiary of the Company or consolidates or merges with the Company or any Subsidiary (including in connection with a Permitted Acquisition), so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such merger; (j) investments received in connection with the disposition of assets permitted by Section 6.05; and (k) investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (l) Permitted Acquisitions; and (m) other investments, loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business and (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, exceed $250,000 500,000 in the aggregate at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 outstanding (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower without regard to any write-downs or the applicable Restricted Subsidiary from Investments made under this Section 7.06(kwrite-offs); and (l) Investments by the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Date.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, nor and will it not permit any of its Restricted Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly wholly-owned Restricted Subsidiary prior to such merger) any capital stock, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any Person or any assets of any other Person constituting a business unit (all of the foregoing, “Investments”)unit, except: (a) Permitted Investments; (b) Investments Permitted Acquisitions; (c) in connection with any Permitted Acquisition, investments by any Loan Party in, and loans or advances made by any Loan Party to, any Subsidiary that is not a Loan Party; provided that (i) made by any Credit Party in the proceeds of such investments and loans or to any Credit Party, advances shall be used for the sole purpose of paying the consideration for such Permitted Acquisition and (ii) the aggregate amount of all such investments and loans or advances made in connection with any Permitted Acquisition shall not exceed the aggregate consideration for such Permitted Acquisition; (d) investments by any Restricted Subsidiary the Borrower and each of its Subsidiaries existing on the date hereof in the capital stock of their respective Subsidiaries; (e) investments in existence on the date hereof and described in Schedule 6.04; (f) investments in the form of Swap Agreements permitted by Section 6.06; (g) investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (h) investments, loans or to any Credit Partyadvances (including, (iiiwithout limitation, capital contributions) made by the Borrower in or to any Restricted Subsidiary and made by any Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000other Subsidiary; (c) Investments made by the Borrower or any Restricted Subsidiary pursuant to the commitments set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender. (di) Guarantees constituting Indebtedness permitted by Section 7.01 6.01; (j) any other investment, loan or advance (other than guarantees in acquisitions) so long as the aggregate amount (at original cost) of all such investments, loans and advances does not exceed $2,000,000 at any time outstanding; (k) investments comprised of notes payable, stock or other securities issued by account debtors to the Borrower or any Subsidiary pursuant to negotiated agreements with respect to settlement of Capital Lease Obligations) and performance guarantees, in each case, incurred such account debtor’s accounts in the ordinary course of business; (el) Investments by extensions of trade credit or the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made holding of receivables in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (fm) Investments consisting Permitted Intercompany Transactions; (n) the purchase, redemption, retirement, acquisition, cancellation or termination of Swap Agreements any Equity Interest of the Borrower or any option, warrant or other right to acquire any such Equity Interests in the Borrower, in each case, to the extent the payment therefor is permitted under Section 7.076.08; (go) Investments existing as of the date hereof Borrower and set forth on Schedule 7.06(g); (h) Investments consisting of (i) its Subsidiaries may make loans and advances to officers, directors and employees for moving, entertainment, travel and other similar expenses in the ordinary course of business and (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, exceed $250,000 500,000 in the aggregate at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k); and (lp) Investments any other investment by the Borrower or any Restricted Subsidiary consisting in any Person; provided that (a) no Event of Default has occurred and is continuing or would arise after giving effect thereto, (b) such Person is engaged in the payment same or a similar line of each Incentive Partnership’s share business as the Borrower and the Subsidiaries or a business reasonably related thereto and (c) the aggregate amount of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by all such Incentive Partnership to the extent set forth on Schedule 7.06(linvestments (at original cost) and as in effect on the Effective Datedoes not exceed $20,000,000 at any time outstanding.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stock, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all of the foregoingeach such action, an “InvestmentsInvestment”), except: (a) Permitted Investmentsinvestments in cash and Cash Equivalents; (b) Investments investments in existence on the date of this Agreement and described in Schedule 6.04 to the Disclosure Letter; (ic) investments by the Borrower and its Subsidiaries in the capital stock of their respective Subsidiaries; provided, that the aggregate amount of investments (together with the aggregate amount of loans and advances described in Section 6.04(d)), as of any date of determination, made by the Borrower or the other Loan Parties after the date of this Agreement in the capital stock of their respective Subsidiaries who are not Loan Parties does not at any Credit Party in time exceed an amount equal to $100.0 million; (d) loans or to any Credit Party, (ii) advances made by the Borrower or any Restricted Subsidiary of its Subsidiaries to the Borrower or any other Subsidiary; provided, that the aggregate amount of loans and advances (together with the aggregate amount of investments described in or to any Credit Party, (iiiSection 6.04(c)) made by the Borrower or any Restricted Subsidiary in or the other Loan Parties to any Unrestricted Subsidiary in an aggregate amount for all such Investments Subsidiaries who are not Loan Parties that are at any one time outstanding not does not, as of any date of determination, exceed an amount equal to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000100.0 million; (c) Investments made by the Borrower or any Restricted Subsidiary pursuant to the commitments set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender. (di) Guarantees constituting Indebtedness permitted by Section 7.01 6.01 (other than guarantees than, in respect the case of Capital Lease Obligationsany Subsidiary of the Borrower that is not a Loan Party, Indebtedness permitted pursuant to Section 6.01(u)) and performance guarantees(ii) Guarantees of obligations (owed by the Borrower or any of its Subsidiaries or any suppliers providing essential products to the Borrower or any of its Subsidiaries) not prohibited by this Agreement that do not constitute Indebtedness; (f) Permitted Acquisitions, including the formation of a Subsidiary in each caseconnection therewith; (g) loans and advances to officers, incurred directors and employees of the Borrower or any Subsidiaries in the ordinary course of business in an aggregate amount for the Borrower and its Subsidiaries not to exceed $5.0 million at any time outstanding; (h) investments received in connection with the bankruptcy, liquidation or reorganization of any Person or in settlement of obligations of, or disputes with, any Person arising in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under by Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business and (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition6.06; (j) demand deposits with financial institutions, prepaid expenses and investments consisting of extensions of trade credit in the ordinary course of business (business, intercompany receivables and intercompany charges of expenses arising in the ordinary course of business, and any Investments received prepayments and other credits to suppliers or vendors made in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss)ordinary course of business; (k) other Investments by to the Borrower and extent constituting Investments, performance guarantees of obligations of the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed Borrower’s Subsidiaries in the aggregate $5,000,000 plus the amount ordinary course of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k); andbusiness; (l) Investments by in joint ventures; provided, that the Borrower aggregate amount of all such Investments shall not at any time exceed $50.0 million; (m) deposits made in the ordinary course of business to secure the performance of leases or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership other obligations to the extent set forth on Schedule 7.06(lthe Lien thereon is permitted by Section 6.02; (n) and Investments received in connection with the Disposition of any asset permitted by Section 6.05 (so long as the receipt of such Investment (in effect on the form so received) does not result in the Disposition no longer being permitted under Section 6.05); (o) endorsements of negotiable instruments deposited or to be deposited for collection in the ordinary course of business; (p) Investments of any Person that becomes a Subsidiary after the Effective DateDate pursuant to a Permitted Acquisition, provided that (i) such Investments exist at the time that such Person becomes a Subsidiary and (ii) such Investments were not made in anticipation of such Person becoming a Subsidiary; (q) Investments consisting of xxxxxxx money deposits required in connection with a Permitted Acquisition or consisting of xxxxxxx money deposits required in connection with an acquisition of property permitted hereunder; (r) any Forward Agreement to the extent constituting an Investment that is permitted to be entered into by Borrower pursuant to Section 6.07; (s) Permitted Call Spread Agreements; provided, that such Permitted Call Spread Agreement was entered into in connection with the issuance of an unsecured Convertible Debt Security; and (t) Investments not otherwise permitted pursuant to this Section 6.04 not exceeding $75.0 million in the aggregate in any fiscal year of the Borrower and in an aggregate amount not to exceed $150.0 million at any time outstanding; provided that, immediately before and immediately after giving pro forma effect to any such Investments (and any Indebtedness incurred in connection therewith), no Default or Event of Default shall have occurred and be continuing.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stock, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments; (b) Investments (i) loans or advances made by any Credit a Loan Party in or to any Credit other Loan Party, (ii) made by any Restricted Subsidiary in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000; (c) Investments made Guarantees by the Borrower or a Loan Party of Indebtedness of any Restricted Subsidiary pursuant to the commitments set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender. (d) Guarantees Loan Party constituting Indebtedness permitted by Section 7.01 6.01 or of other obligations of such other Loan Party not constituting Indebtedness; (other than guarantees d) investments of the Borrower and its Subsidiaries existing on the date hereof in respect the capital stock of Capital Lease Obligationstheir respective Subsidiaries; (e) loans or advances made by a Loan Party or any Subsidiary to its employees on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes; (f) subject to Sections 4.2(d) and performance guarantees4.4 of the Security Agreement (with respect to Loan Parties), in each casenotes payable, incurred or stock or other securities issued by Account Debtors to a Loan Party or any Subsidiary pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices; (eg) Investments Loans or advances made by any Loan Party to any Subsidiary which is not a Loan Party, and Guarantees by a Loan Party of Indebtedness of any Subsidiary which is not a Loan Party constituting Indebtedness permitted by Section 6.01 or of other obligations of any such Subsidiary not constituting Indebtedness; provided that (i) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) before and after giving effect to any such loan, advance or Guarantee, and to any related Borrowing, the Pro Forma Cash Availability Amount exceeds $200,000,000 and (iii) the aggregate amount of such loans, advances and Guarantees outstanding at any time shall not exceed $125,000,000; (h) investments made in order to consummate Acquisitions; provided, that (i) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) before and after giving effect to any such investment and to any related Borrowing, the Pro Forma Cash Availability Amount exceeds $200,000,000, (iii) the aggregate amount of such investments then outstanding after giving effect to returns of capital received in respect of such investments shall not exceed $75,000,000, (iv) each Acquisition shall only comprise a business or those assets of a business, of the type generally conducted by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of Effective Date or a business reasonably related thereto or a reasonable extension or expansion thereof and (iiv) other short term loans to employees not to exceed, with respect to each Acquisition shall be consensual and shall have been approved by the foregoing clauses (i) and (ii) together, $250,000 in board of directors or equivalent governing body of the aggregate at any time outstandingacquiree or the parent of the acquiree; (i) Investments representing the non-cash portion Guarantees by any Subsidiary that is not a Loan Party of any obligations of the consideration received for Borrower or any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such DispositionSubsidiary; (j) demand deposits with financial institutionsinvestments received as noncash consideration in respect of sales, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction transfers or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit lossdispositions permitted by Section 6.03(a); (k) investments in Swap Agreements permitted under Section 6.05; (l) the creation or formation of new Subsidiaries (as opposed to the acquisition of new Subsidiaries), so long as any loans, advances or other Investments by the Borrower and the Restricted Subsidiaries; provided that, investments in such Subsidiaries are otherwise permitted under this Section 6.04; (m) other investments in existence on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (Agreement and described in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)Schedule 6.04; and (ln) Investments by the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on other investments made after the Effective Date; provided that (1) no Event of Default shall have occurred and be continuing or would result therefore, (2) before and after giving effect to each such investment and any related Borrowing, the Pro Forma Cash Availability Amount exceeds $200,000,000 and (3) the aggregate amount of such investments then outstanding after giving effect to returns of capital in respect of such investments shall not exceed $50,000,000.

Investments, Loans, Advances, Guarantees and Acquisitions. The Each of STX and the Borrower will not, nor and will it not permit any of its Restricted Subsidiaries subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly wholly-owned Restricted Subsidiary of the Borrower prior to such merger) any capital stock, Equity Interests in or evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all any of the foregoing, an “InvestmentsInvestment”), except: (a) Permitted Investments; (b) Investments investments existing on the Effective Date and set forth on Schedule 6.04; (ic) investments by STX, the Borrower and the Subsidiaries in Equity Interests in each other, provided that no investment may be made pursuant to this clause (c) by a Loan Party in the Equity Interests of a Subsidiary that is not a Loan Party unless such investment is being made in the ordinary course of business of STX, the Borrower and the Subsidiaries; 4156-0326-0209 (d) loans or advances (x) made by STX to the Borrower or any Credit Party in or to any Credit PartySubsidiary, (ii) made by any Restricted Subsidiary in or to any Credit Party, (iiiy) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (ivz) made by any Subsidiary to STX, the Borrower or any Restricted Subsidiary other Subsidiary, provided that no loan or advance in or to any Non-Material Restricted Subsidiary excess of $15,000,000 in an the aggregate amount for all such Investments at any one time outstanding loans or advances may be made pursuant to this clause (d) by a Loan Party to a Subsidiary that is not to exceed $1,000,000a Loan Party unless such loan or advance is being made in the ordinary course of business of STX, the Borrower and the Subsidiaries; (c) Investments made by the Borrower or any Restricted Subsidiary pursuant to the commitments set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender. (de) Guarantees constituting Indebtedness permitted by Section 7.01 6.01 and Guarantees of Permitted Obligations permitted by Section 6.01, provided that no Guarantee (of other than guarantees in respect of Capital Lease the Obligations) in excess of $15,000,000 in the aggregate for all Guarantees constituting Indebtedness may be made pursuant to this clause (e) by any Loan Party of the Indebtedness of any Subsidiary that is not a Loan Party unless such Guarantee is being made in the ordinary course of business of STX, the Borrower and performance guaranteesthe Subsidiaries; (f) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case, incurred case in the ordinary course of business; (eg) Investments any investments in or loans to any other Person received as non-cash consideration for sales, transfers, leases and other dispositions permitted by Section 6.05; (h) Guarantees by STX, the Borrower and its Restricted the Subsidiaries that are of leases other than Capital Lease Obligations entered into by any Subsidiary as lessee; (i) customary extensions of credit in the oil nature of accounts receivable or notes receivable in the ordinary course of business; (j) investments in payroll, travel and gas business, (ii) similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (fk) Investments consisting investments in or acquisitions of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as stock, obligations or securities received in settlement of the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses debts created in the ordinary course of business and owing to STX, the Borrower or any Subsidiary or in satisfaction of judgments; (l) investments in the form of Swap Agreements permitted under Section 6.06; (m) investments, loans, advances, guarantees and acquisitions resulting from a foreclosure by STX, the Borrower or any Subsidiary with respect to any secured investment or other transfer of title with respect to any secured investment in default; (n) investments, loans, advances, guarantees and acquisitions the consideration for which consists solely of shares of common stock of STX; 100 4156-0326-0209 (o) investments arising as a result of any Permitted Receivables Factoring; (p) other Investments, provided that (i) no Default has occurred and is continuing or would result from any such Investment, (ii) other short in the case of any such Investment in an amount that exceeds $100,000,000, (A) STX is in compliance, on a pro forma basis after giving effect to any such Investment (after giving effect to any reduction in operating expenses permitted to be included for this purpose in the calculation set forth in the definition of the term loans to employees not to exceedConsolidated EBITDA), with respect the covenants contained in Section 6.11 and Section 6.12 recomputed as of the last day of the most recently ended fiscal quarter of STX for which financial information is available, as if such Investment (and any related incurrence or repayment of Indebtedness, with any new Indebtedness being deemed to be amortized over the foregoing applicable testing period in accordance with its terms) had occurred on the first day of each relevant period for testing such compliance; and (B) the Administrative Agent shall have received a certificate from a Financial Officer of STX that certifies compliance with clauses (ip)(ii)(A) and (ii) together, $250,000 in the aggregate at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit lossp)(iii); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant relevant financial information for the Person or assets to this be acquired and reasonably detailed calculations demonstrating compliance with the requirement set forth in clause (kii)(A) of Section 7.06 and (in each case determined based on iii) both before and after giving effect to such Investment and any related Borrowing, the cost of such Investment) since the Effective Date, does Liquidity Amount shall not exceed in the aggregate be less than $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)800,000,000; and (lq) Investments by prepayments or advances to vendors or suppliers of semiconductors in connection with any guarantee of supply by, or to fund the Borrower expansion of supply capacity by, such vendor or supplier, in an aggregate amount not to exceed $50,000,000 at any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Dateone time outstanding.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly Loan Party and a wholly-owned Restricted Subsidiary prior to such merger) any capital stockEquity Interests in or of, or evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted InvestmentsInvestments comprised of (i) cash on deposit with Wintrust and (ii) cash on deposit with other banks to the extent otherwise permitted by Section 5.11, in the case of this clause (ii) subject to control agreements in favor of the Administrative Agent, for the benefit of the Secured Parties, to the extent required by Section 4.14 of the Security Agreement; (b) Investments (i) made by any Credit Party investments in or to any Credit Party, (ii) made by any Restricted Subsidiary existence on the date hereof and described in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Schedule 6.04; (c) Investments investments by Holdings and Manager in the Borrower, by the Manager in Potbelly Franchising, and by the Borrower in Equity Interests of its Subsidiaries; provided that (i) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Security Agreement and (ii) the aggregate amount of investments made or incurred after the Effective Date (including any outstanding intercompany loans and outstanding Guarantees) by Loan Parties in Subsidiaries (excluding any Permitted J/V’s) that are not wholly-owned directly or indirectly by Borrower shall not exceed $2,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (d) loans or advances made by the Borrower to any wholly-owned Subsidiary that is a Loan Party and made by any Subsidiary to the Borrower or any Restricted other wholly- owned Subsidiary that is a Loan Party; provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the commitments set forth Security Agreement; (e) Indebtedness permitted by Section 6.01; (f) loans or advances made by a Loan Party to its employees on Schedule 7.06(c); providedan arms- length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, that relocation costs and similar purposes up to a maximum of $100,000 in the Borrower’s aggregate at any one time outstanding; (g) subject to Sections 4.2(a) and 4.4 of the Security Agreement, notes payable, or stock or other securities issued by any Restricted Subsidiary’s commitments set forth Person obligated on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse an account receivable to the interests Borrower pursuant to negotiated agreements with respect to settlement of such account receivable in the ordinary course of business, consistent with past practices; (h) investments in newly formed Subsidiaries that become Loan Guarantors; (i) investments in the form of Swap Agreements permitted by Section 6.07; (j) investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such merger; (dk) Guarantees constituting Indebtedness investments received in connection with the Dispositions of assets permitted by Section 7.01 6.05; (other than guarantees l) investments received in respect connection with the bankruptcy or reorganization of, or settlement of Capital Lease Obligations) delinquent accounts and performance guaranteesdisputes with, account debtors, customers and suppliers, in each case, incurred case in the ordinary course of business; (em) Investments other investments, loans, advances of Guarantees by the Borrower and or any of its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business and (ii) other short term loans to employees an aggregate amount not to exceed, with respect to exceed the foregoing clauses (i) and (ii) together, $250,000 in the aggregate Threshold Amount at any time outstanding; (in) Investments representing the non-cash portion investments constituting deposits described in clauses (c) and (d) of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% definition of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)term “Permitted Encumbrances”; and (l) Investments by the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Date.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stockEquity Interests, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments, subject to control agreements in favor of the Lender or otherwise subject to a perfected security interest in favor of the Lender; (b) Investments (i) made by any Credit Party investments in or to any Credit Party, (ii) made by any Restricted Subsidiary existence on the date hereof and described in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Schedule 6.04; (c) Investments made investments by the Borrower or and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (i) any Restricted Subsidiary such Equity Interests held by a Loan Party shall be pledged pursuant to the commitments set forth on Schedule 7.06(cSecurity Agreement (subject to the limitations applicable to Equity Interests of a foreign Subsidiary referred to in Section 5.14) and (ii) the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under Section 6.04(d) and outstanding Guarantees permitted under Section 6.04(e); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased exceed $100,000 at any time outstanding (in each case determined without regard to any write-downs or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.write-offs); (d) loans or advances (excluding non-cash allocation of costs or expenses among Subsidiaries done in the ordinary course of business) made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any other Subsidiary, provided that (i) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under Section 6.04(c) and outstanding Guarantees permitted under Section 6.04(e)) shall not exceed $250,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (e) Guarantees constituting Indebtedness permitted by Section 7.01 6.01, provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (other than guarantees in respect of Capital Lease Obligationstogether with outstanding investments permitted under clause (ii) to the proviso to Section 6.04(c) and performance guarantees, outstanding intercompany loans permitted under clause (ii) to the proviso to Section 6.04(d)) shall not exceed $100,000 at any time outstanding (in each casecase determined without regard to any write-downs or write-offs); (f) loans or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, incurred relocation costs and similar purposes up to a maximum of $100,000 in the aggregate at any one time outstanding; (g) notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together consistent with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g)past practices; (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses investments in the ordinary course form of business and (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at any time outstandingSwap Agreements permitted by Section 6.07; (i) Investments representing investments of any Person existing at the non-cash portion time such Person becomes a Subsidiary of the consideration received for Borrower or consolidates or merges with the Borrower or any Disposition Subsidiary (including in connection with a permitted acquisition), so long as such investments were not made in contemplation of assets permitted under Section 7.04(j) not to exceed 10% such Person becoming a Subsidiary or of the total consideration received from such Dispositionmerger; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to connection with the extent reasonably necessary in order to prevent or limit loss)disposition of assets permitted by Section 6.05; (k) other Investments by the Borrower investments constituting deposits described in clauses (c) and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (kd) of Section 7.06 (in each case determined based on the cost definition of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)term “Permitted Encumbrances”; and (l) Investments by the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective DateStock Repurchase Transaction.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Restricted Loan Party and a Wholly-Owned Subsidiary prior to such merger) any capital stock, evidences of Indebtedness or Equity Interests or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of assets, merger or otherwise) (each of the foregoing, an “InvestmentsInvestment”), except: (a) Permitted InvestmentsInvestments and Investments that were Permitted Investments when made; (b) Investments (i) made by any Credit Party in or to any Credit Party, (ii) made by any Restricted Subsidiary existence on the date hereof and described in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Schedule 6.04; (c) Investments made by the Borrower or Borrowers and their Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (i) any Restricted Subsidiary such Equity Interests held by a Loan Party shall be pledged pursuant to the commitments set forth on Schedule 7.06(cSecurity Agreement (subject to the limitations applicable to Equity Interests of a Foreign Subsidiary referred to in Section 5.14) and (ii) the aggregate amount of investments by Loan Parties in (x) Subsidiaries and (y) any other Persons, in each of clauses (x) and (y); provided, that are not Loan Parties (together with outstanding intercompany loans permitted under clause (ii) to the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(cproviso to Section 6.04(d) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not be increased exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or otherwise altered in write-offs) (plus any manner adverse to the interests returns of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to capital actually received by the Lead Lender.respective investor in respect of investments theretofore made by it pursuant to this paragraph (c)); (d) loans or advances made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any other Subsidiary, provided that (i) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreement and (ii) the amount of such loans and advances made by Loan Parties to (x) Subsidiaries and (y) any other Persons, in each of clauses (x) and (y), that are not Loan Parties (together with outstanding investments permitted under clause (ii) to the proviso to Section 6.04(c) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs) (plus any returns of capital actually received by the respective investor in respect of investments theretofore made by it pursuant to this paragraph (d)); (e) Guarantees constituting Indebtedness permitted by Section 7.01 6.01, provided that the aggregate principal amount of Indebtedness of (x) Subsidiaries and (y) any other than guarantees Persons, in each of clauses (x) and (y), that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (ii) to the proviso to Section 6.04(c) and outstanding intercompany loans permitted under clause (ii) to the proviso to Section 6.04(d)) shall not exceed $15,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs) (plus any returns of capital actually received by the respective investor in respect of Capital Lease Obligationsinvestments theretofore made by it pursuant to this paragraph (e)); (f) loans or advances made by a Loan Party or any Subsidiary to any employees, officers or directors (or equivalent managers) of any Loan Party or any Subsidiary, on an arms-length basis in the ordinary course of business consistent with past practices for travel and performance guaranteesentertainment expenses, relocation costs and similar purposes up to a maximum of $1,000,000 in each casethe aggregate at any one time outstanding; (g) notes payable, incurred or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together consistent with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g)past practices; (h) Investments consisting in the form of Swap Agreements permitted by Section 6.07; (i) loans Investments of any Person existing at the time such Person becomes a Subsidiary of a Borrower or consolidates or merges with a Borrower or any of the Subsidiaries (including in connection with a permitted acquisition) so long as such Investments were not made in contemplation of such Person becoming a Subsidiary or of such merger; (j) Investments received in connection with Dispositions permitted by Section 6.05; (k) Investments constituting deposits described in clauses (c) and advances to employees for moving(d) of the definition of the term “Permitted Encumbrances”; (l) Permitted Acquisitions; (m) Investments consisting of Indebtedness, entertainmentLiens, travel mergers, consolidations, Dispositions, Sale and other similar expenses Leaseback Transactions, prepayments and repurchases of Indebtedness and Affiliate transaction permitted under Section 6.01, 6.02, 6.03, 6.06, 6.08(b) and 6.09; (n) Investments in the ordinary course of business and consisting of (i) endorsements for collection or deposit or (ii) other short term loans to employees not to exceed, customary trade arrangements with respect to the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at any time outstandingcustomers; (io) Investments representing the non-cash portion Guarantees of the consideration received for any Disposition leases (other than Capital Lease Obligations) or of assets permitted under Section 7.04(j) other obligations not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutionsconstituting Indebtedness, prepaid expenses and extensions of trade credit in each case in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)business; and (lp) any other Investments by (other than Acquisitions) so long as the Borrower or any Restricted Subsidiary consisting Payment Conditions shall have been satisfied with respect to such Investment. Notwithstanding anything to the contrary in this Agreement, without the prior written consent of the payment Administrative Agent and the Required Lenders, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly, make any Investment if the effect of each Incentive Partnership’s share such transaction is to, directly or indirectly, sell, transfer, contribute, assign or otherwise dispose of any Intellectual Property owned by any Loan Party that is material to the business of the costs and expenses incurred Loan Parties to drillany Person other than a Loan Party or a Subsidiary of a Loan Party organized under the laws of any jurisdiction within the United States, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership other than pursuant to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Datea transaction permitted under Section 6.05.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stockEquity Interests, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments, subject to control agreements in favor of the Lender or otherwise subject to a perfected security interest in favor of the Lender; (b) Investments (i) made by any Credit Party investments in or to any Credit Party, (ii) made by any Restricted Subsidiary existence on the date hereof and described in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Schedule 6.04; (c) Investments made if no Default exists, investments by the Borrower or and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (i) any Restricted Subsidiary such Equity Interests held by a Loan Party shall be pledged pursuant to the commitments set forth on Schedule 7.06(cSecurity Agreement (subject to the limitations applicable to Equity Interests of a Foreign Subsidiary referred to in Section 5.14) and (ii) the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan Parties (together with intercompany loans made and permitted under Section 6.04(d); provided, that the Borrower’s or ) outstanding at any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased exceed $1,000,000 in the aggregate (in each case determined without regard to any write-downs or otherwise altered write-offs or other decreases in any manner adverse to the interests of value thereof (other than the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.repayment in cash)); (d) if no Default exists, loans or advances made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any other Subsidiary, provided that (i) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments made and permitted under Section 6.04(c)) outstanding at any shall not exceed $1,000,000 in the aggregate (in each case determined without regard to any write-downs or write-offs); (e) if no Default exists, Guarantees constituting Indebtedness permitted by Section 7.01 6.01, provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall not exceed $250,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs or other decreases in the value thereof (other than guarantees the repayment in respect of Capital Lease Obligations) and performance guarantees, in each case, incurred in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(bcash), $10,000,000 in the aggregate); (f) Investments consisting of Swap Agreements loans or advances made by a Loan Party to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth its employees on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses an arms-length basis in the ordinary course of business consistent with past practices for travel and (ii) other short term loans entertainment expenses, relocation costs and similar purposes up to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, a maximum of $250,000 in the aggregate at any one time outstanding; (ig) Investments representing the non-cash portion notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit Account Debtor’s Accounts in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss)business, consistent with past practices; (kh) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed investments in the aggregate $5,000,000 plus form of Swap Agreements permitted by Section 6.07; (i) investments received in connection with the amount disposition of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received assets permitted by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)6.05; and (lj) Investments by the Borrower or any Restricted Subsidiary consisting investments constituting deposits described in clauses (c) and (d) of the payment of each Incentive Partnership’s share definition of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Dateterm “Permitted Encumbrances”.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger or consolidation with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such mergermerger or consolidation) any capital stockEquity Interests, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any Person or any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments; (b) Investments (i) made by any Credit Party investments in or to any Credit Party, (ii) made by any Restricted Subsidiary existence on the date hereof and described in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Schedule 6.04; (c) Investments investments made by the Borrower or and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (i) any Restricted Subsidiary such Equity Interests held by a Loan Party shall be pledged pursuant to the commitments set forth on Schedule 7.06(cSecurity Agreement (subject to the limitations applicable to Equity Interests of a Material Foreign Subsidiary referred to in Section 5.13) and (ii) the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under Section 6.04(d) and outstanding Guarantees permitted under Section 6.04(e); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased exceed $5,000,000 at any time outstanding (in each case determined without regard to any write-downs or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.write-offs); (d) loans or advances made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any other Subsidiary, provided that (i) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under Section 6.04(c) and outstanding Guarantees permitted under Section 6.04(e)) shall not exceed $5,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (e) Guarantees constituting Indebtedness permitted by Section 7.01 (other than guarantees in respect 6.01, provided that the aggregate principal amount of Capital Lease Obligations) and performance guarantees, in each case, incurred in the ordinary course Indebtedness of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (i) customary in the oil and gas business, together with outstanding investments permitted under clause (ii) made in to the ordinary course of proviso to Section 6.04(c) and outstanding intercompany loans permitted under clause (ii) to the Borrower’s or such Restricted Subsidiary’s business, and (iiiproviso to Section 6.04(d)) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant exceed $5,000,000 at any time outstanding (in each case determined without regard to Section 7.04(bany write-downs or write-offs), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements loans or advances made by a Loan Party to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth its employees on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses an arms-length basis in the ordinary course of business consistent with past practices for travel and (ii) other short term loans entertainment expenses, relocation costs and similar purposes up to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, a maximum of $250,000 in the aggregate at any one time outstanding; (g) notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices; (h) investments in the form of Swap Agreements permitted by Section 6.07; (i) Investments representing investments of any Person existing at the non-cash portion time such Person becomes a Subsidiary of the consideration received for Borrower or consolidates or merges with the Borrower or any Disposition Subsidiary (including in connection with a Permitted Acquisition), so long as such investments were not made in contemplation of assets permitted under Section 7.04(j) not to exceed 10% such Person becoming a Subsidiary or of the total consideration received from such Dispositionmerger; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to connection with the extent reasonably necessary in order to prevent or limit loss)disposition of assets permitted by Section 6.05; (k) other Investments by the Borrower investments constituting deposits described in clauses (c) and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (kd) of Section 7.06 the definition of the term “Permitted Encumbrances”; (in each case determined based on the cost of such Investmentl) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)Permitted Acquisitions; and (lm) Investments investments made by the Borrower in Equity Interests issued by Mesa Canada Inc. or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered unsecured loans or advances made by the Oil and Gas Interests owned by Borrower to Mesa Canada, Inc. in order to satisfy earn-out obligations arising in connection with the acquisition of Infitrak, Inc. so long as the aggregate amount of such Incentive Partnership to investments, unsecured loans or advances does not exceed CDN$9,000,000 during the extent set forth on Schedule 7.06(l) and as in effect on the Effective Dateterm of this Agreement.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary (other than Excluded Subsidiaries) to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stock, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment Investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments; (b) Investments in existence on the Fourth Restatement Date (i) made by any Credit Party in or to any Credit Party, (ii) made by any Restricted Subsidiary in or to any Credit Party, (iii) made including Investments by the Borrower or any Restricted Subsidiary Loan Parties in or to any Unrestricted Subsidiary Equity Interests in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000their respective Subsidiaries); (c) Investments made after the Fourth Restatement Date by: (i) a U.S. Loan Party in any other U.S. Loan Party; (ii) a Canadian Loan Party in any other Canadian Loan Party or a U.S. Loan Party; or (iii) (x) a U.S. Loan Party in a Canadian Loan Party, or (y) a Loan Party in a Foreign Subsidiary, Unrestricted Subsidiary or Intermediate Holding Company so long as, in the case of this subclause (iii): (A) the aggregate amount of such Investments (together with the aggregate Indebtedness and Guarantees outstanding pursuant to Section 6.01(h)) shall not exceed at any time outstanding (in each case determined without regarding to any write-downs or write-offs) the sum of (x) the greater of $250,000,000 and 25% of EBITDA and (y) the net proceeds of any issuance of Equity Interests by the Borrower Holdings or any Restricted Subsidiary pursuant to incurrence of Indebtedness by any U.S. Loan Party permitted under Section 6.01 (other than Indebtedness incurred under the commitments set forth on Schedule 7.06(c)Receivables Securitization Agreements) which Indebtedness is incurred for the purpose of funding an investment in a Canadian Loan Party or Foreign Subsidiary, and (B) no Event of Default has occurred and is continuing at the time of such Investment, or would result therefrom; provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) that, for purposes of this Section 6.04(c), a Canadian Cross-Border Loan Guarantor shall be treated only as a Canadian Loan Party and not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.as a U.S. Loan Party; (d) Guarantees constituting Indebtedness permitted loans or advances made by Section 7.01 the Loan Parties (other than guarantees i) to employees of the Loan Parties on an arm’s-length basis in respect the ordinary course of Capital Lease Obligationsbusiness consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of the greater of $5,000,000 and 0.5% of EBITDA in the aggregate at any one time outstanding and (ii) to executive officers of Holdings on an arm’s-length basis in the ordinary course of business to permit such officers to purchase Equity Interests in Holdings (or to exercise options to purchase Equity Interests in Holdings) up to a maximum of the greater of $5,000,000 and 0.5% of EBITDA in the aggregate at any one time outstanding; (e) subject to Sections 4.2(a) and performance guarantees4.4 of the U.S. Security Agreement and the Canadian Security Agreement, in each casenotes payable, incurred or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together consistent with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregatepast practices; (f) Investments consisting in the form of Swap Agreements to the extent permitted under by Section 7.076.07; (g) Investments existing as received in connection with the dispositions of the date hereof and set forth on Schedule 7.06(g)assets permitted by Section 6.05; (h) Investments consisting constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances;” (i) loans Permitted Acquisitions; (j) Investments constituting Indebtedness permitted under Section 6.01(j); (k) the formation by (i) any U.S. Loan Party of any Domestic Subsidiary, Canadian Subsidiary or Foreign Subsidiary, (ii) any Canadian Loan Party of any Canadian Subsidiary or Foreign Subsidiary, and advances (iii) any Foreign Subsidiary of any other Foreign Subsidiary, so long as, in each case: (i) the Loan Parties comply with Section 5.13, and (ii) no Event of Default has occurred and is continuing or would result after giving effect to employees for moving, entertainment, travel and other similar expenses such formation; (l) Investments made by Foreign Subsidiaries which are Restricted Subsidiaries; (m) Guarantees of obligations of Canadian Subsidiaries or Foreign Subsidiaries which are Restricted Subsidiaries incurred in the ordinary course of business and (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at any time outstandingconstituting Indebtedness for borrowed money; (in) Investments representing the non-cash portion (other than those made in reliance on any other paragraph of the consideration received for any Disposition of assets permitted under this Section 7.04(j6.04) in an aggregate amount not to exceed 10the greater of $50,000,000 and 5% of the total consideration received from EBITDA, so long as no Event of Default has occurred and is continuing or would result after giving effect to any such DispositionInvestment; (jo) demand deposits other Investments (other than those made in reliance on any other paragraph of this Section 6.04), so long as at the time of and after giving effect to such Investment, the Payment Conditions are satisfied; (p) consummation of (x) the Anixter Acquisition pursuant to and in accordance with financial institutionsthe Anixter Acquisition Agreement in all material respects and (y) the Anixter Merger; (q) [Reserved]; (r) [Reserved]; and (s) Investments received in connection with bankruptcy or reorganization of, prepaid expenses or the settlement of delinquent accounts and extensions of trade credit disputes with, customers and suppliers, in each case in the ordinary course of business (business. For greater certainty, the Borrowers may elect from time to time to consider Investments as falling within one or more of the categories above and may divide Investments among two or more categories. The restrictions set forth in any subpart of this Section by way of description of Investments received shall not be deemed to require that Investments meeting such description be placed in satisfaction or partial satisfaction thereof from financially troubled account debtors to such subpart for purposes of determining compliance with this Section. The accrual of interest, the extent reasonably necessary accretion of accreted value, the accretion of original issue discount, the accretion of liquidation preference and increases in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all Investments or other Investments made pursuant to this clause (k) obligations solely as a result of Section 7.06 (fluctuations in each case determined based on the cost exchange rate of currencies or increases in the value of such Investment) since the Effective Date, does Investments shall not exceed be deemed to be an increase in the aggregate $5,000,000 plus the amount of dividends, distributions and returns any Investment for purposes of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k); and (l) Investments by the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective DateSection.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stock, evidences evidence of Indebtedness or Equity Interests or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments, subject to control agreements in favor of the Administrative Agent for the benefit of the Secured Parties or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties; (b) Investments investments in existence on the date hereof and described in Schedule 6.04; (c) investments by the Borrowers and the Restricted Subsidiaries in Equity Interests in their respective Restricted Subsidiaries, provided that (i) any such Equity Interests held by a Loan Party, subject to the Intercreditor Agreement, shall be pledged pursuant to the Security Agreement (subject to the limitations applicable to Equity Interests of a Foreign Subsidiary referred to in Section 5.14) and (ii) the aggregate amount of investments by Loan Parties in Restricted Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (ii) to the proviso to Section 6.04(d) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $1,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (d) loans or advances made by any Credit Loan Party in or to any Credit Party, (ii) Restricted Subsidiary and made by any Restricted Subsidiary to a Loan Party or any other Restricted Subsidiary, provided that (i) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreement and (ii) the amount of such loans and advances made by Loan Parties to Restricted Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (ii) to the proviso to Section 6.04(c) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $1,000,000 at any time outstanding (in or each case determined without regard to any Credit Party, (iii) made by the Borrower write-downs or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Nonwrite-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000offs); (c) Investments made by the Borrower or any Restricted Subsidiary pursuant to the commitments set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender. (de) Guarantees constituting Indebtedness permitted by Section 7.01 6.01, provided that the aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (other than guarantees in respect of Capital Lease Obligationstogether with outstanding investments permitted under clause (ii) to the proviso to Section 6.04(c) and performance guaranteesoutstanding intercompany loans permitted under clause (ii) to the proviso to Section 6.04(d)) shall not exceed $1,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (f) loans or advances made by a Loan Party to its employees in the ordinary course of business consistent with past practices up to a maximum of $2,500,000 in the aggregate at any one time outstanding; (g) notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices; (h) investments in the form of Swap Agreements permitted by Section 6.07; (i) investments of any Person existing at the time such Person becomes a Restricted Subsidiary of a Borrower or consolidates or merges with a Borrower or any of the Restricted Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such merger; (j) investments received in connection with the disposition of assets permitted by Section 6.05; (k) investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (l) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or judgments against, customers and suppliers, in each case, incurred case in the ordinary course of business; (em) Investments by investments constituting Permitted Acquisitions so long as the Borrower and its Restricted Subsidiaries that Acquisition Payment Conditions are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregatesatisfied; (fn) Investments consisting of Swap Agreements investments to the extent permitted under Section 7.07; (g) Investments existing as of that the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees payment for moving, entertainment, travel and other similar expenses in the ordinary course of business and (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is mademade in exchange for, or with the amount proceeds of such Investmentsubstantially contemporarily issued, together with all other Investments made pursuant to this clause (k) Equity Interests of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)Borrowers; and (lo) Investments other investments, including investments in Unrestricted Subsidiaries and Foreign Subsidiaries, so long as the Payment Conditions are satisfied at the time each such investment is made; provided, that, the Payment Conditions shall not apply to, and the Loan Parties and Restricted Subsidiaries may convert the Series A Convertible Preferred Units held by the Borrower or any Loan Parties and their Restricted Subsidiary consisting Subsidiaries into common units of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective DateCSI Compressco LP.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, nor and will it not permit any of its Restricted Subsidiaries Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Restricted Subsidiary prior to such merger) any capital stock, Equity Interests in or evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all of the foregoing, “Investments”)unit, except: (a) Permitted Investments; (b) Investments (i) made by any Credit Party in or to any Credit PartyPermitted Acquisitions, (ii) made by any Restricted Subsidiary in or to any Credit Party, (iii) made by provided that the Borrower or any Restricted Subsidiary is in or compliance, on a Pro Forma Basis after giving effect to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000Permitted Acquisition as of the last day of the most-recently ended fiscal quarter of the Borrower, and (iv) made by with the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Financial Covenants; (c) Investments made by the Borrower or any Restricted Subsidiary pursuant to the commitments set forth investments existing on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender. (d) Guarantees constituting Indebtedness permitted by Section 7.01 (other than guarantees in respect of Capital Lease Obligations) and performance guarantees, in each case, incurred in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g)6.04; (hd) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business and (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount Subsidiary in Equity Interests of such Investment, together with all other Investments any Subsidiary; (e) (f) loans or advances made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted to any Subsidiary from Investments and made under this Section 7.06(k); and (l) Investments by any Subsidiary to the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs other Subsidiary, provided that any such loans and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered advances made by the Oil and Gas Interests owned Borrower shall be evidenced by such Incentive Partnership a promissory note (which may be a master note with varying principal amount) pledged pursuant to the Collateral Agreement to the extent set forth on Schedule 7.06(lrequired by the Collateral and Guarantee Requirement and (i) and as in effect on deposits by the Effective Date.Borrower with any Subsidiary or by any Subsidiary with the Borrower or any other Subsidiary;

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower Credit Parties will not, nor and will it not permit any of its Restricted Subsidiaries Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Restricted Wholly-Owned Subsidiary prior to such merger) any capital stock, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all each of the foregoing, foregoing being an “InvestmentsInvestment”), or enter into any LMA Agreement, except: (a) Permitted Investments; (b) Investments (i) made by any a Credit Party in or to any Credit Party, (ii) made by any Restricted a Subsidiary in or to any Credit Party, (iii) made by existing on the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, Effective Date and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000set forth on Schedule 6.04(b); (c) Investments by a Credit Party in any other Credit Party or by a Subsidiary which is not a Credit Party in a Credit Party or another such Subsidiary; (d) loans or advances made by the Borrower or any Restricted Subsidiary Credit Party to any other Credit Party; provided that any such loans and advances shall be evidenced by a promissory note pledged pursuant to the commitments set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, Guarantee and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.Collateral Agreement; (de) Guarantees constituting Indebtedness permitted by Section 7.01 6.01; (f) [reserved]; (g) [reserved]; (h) other Investments made so long as (i) no Default or Event of Default exists or would result therefrom and (ii) the Total Senior Secured Leverage Ratio is, immediately prior and after giving effect to such Investment, calculated on a pro forma basis, less than or equal to 3.50 to 1.00; provided that the aggregate amount of Acquisitions made pursuant to this clause (h) in respect of (x) Subsidiaries that will not become Credit Parties upon consummation of such Acquisition or (y) assets that will not be owned by Credit Parties upon consummation of such Acquisition shall at no time exceed $20,000,000 at any time outstanding; (i) other Investments so long as the aggregate amount of all such Investments made pursuant to this Section 6.04(i) (net of the principal amount of repayments of loans and the termination or reduction of Guarantees (other than guarantees as a result of payments by the guarantor)) shall at no time exceed the sum of (i) the aggregate amount of Investments made pursuant to this Section 6.04(i) existing on the Fourth Amendment Effective Date plus (ii) $2,000,000; (j) without the prior written consent of the Required Lenders, a Credit Party, the Austin Partnership or RAM shall not enter into any LMA Agreement under which any television or radio station owned or operated by one or more of the Credit Parties, the Austin Partnership or RAM is the brokered station (i.e., the station whose time is sold or the station which receives, rather than provides, programming, management, technical or other services under such LMA Agreement) except in the case where (i) such LMA Agreement is entered into in connection with an Asset Disposition of the same Station otherwise permitted hereunder, (ii) such Asset Disposition is subject to an executed purchase or sale agreement (a copy of which shall be provided to the Administrative Agent promptly after execution thereof) and (iii) such Asset Disposition is reasonably expected to be completed within 180 days of the date of such purchase or sale agreement; provided, that such written consent shall not be required for a Credit Party, the Austin Partnership or RAM to enter into a LMA Agreement under which such Credit Party, the Austin Partnership or RAM acts as the broker, provides programming, sells time on or provides management, technical or other services to a television or radio station not owned by any Credit Party, the Austin Partnership or RAM; (k) Investments in non-cash consideration received in connection with Asset Swaps and Asset Dispositions otherwise permitted hereunder so long as the other requirements with respect to such Asset Swap or Asset Disposition under this Agreement have been met; (l) Acquisitions listed on Schedule 6.04(l) and the Acquired Business Acquisition; (m) Investments in Unrestricted Subsidiaries not to exceed $5,000,000 at any time outstanding; (n) Investments in Digonex in an amount not to exceed the aggregate amount of such Investments existing on the Fourth Amendment Effective Date; (o) Investments by any Foreign Subsidiary in any other Foreign Subsidiary; (p) Investments in respect of Capital Lease ObligationsSwap Agreements not prohibited by Section 6.05; (q) and performance guarantees, in each case, incurred bank deposits made in the ordinary course of business; (er) promissory notes and other non-cash consideration received in connection with Asset Dispositions not prohibited hereby; (s) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary received in connection with the oil and gas business, (ii) made in the ordinary course of the Borrower’s bankruptcy or such Restricted Subsidiary’s business, and (iii) made in the form reorganization of, or pursuant tosettlement of delinquent accounts and disputes with, oilcustomers and suppliers, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses each case in the ordinary course of business and (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, $250,000 consisting of extensions of credit in the aggregate at any time outstanding; (i) Investments representing nature of accounts receivable or notes receivable arising from the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions grant of trade credit in the ordinary course of business (business, and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers made in the ordinary course of business; (t) to the extent reasonably necessary constituting Investments, any receivable that is distributed by a Subsidiary to its equity holders in order to prevent or limit loss); lieu of a cash dividend that is otherwise permitted under Section 6.07(a) at such time (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date it being understood that any such Investment is made, the amount of such Investment, together with all other Investments made distribution pursuant to this clause (kt) shall be deemed usage of the Restricted Payment capacity under the relevant clause of Section 7.06 6.07(a)); (u) other Investments in each case determined based on an amount not in excess of the cost Available Amount at the time such Investment is made so long as no Default or Event of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower Default exists or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)would result therefrom; and (lv) Investments in TagStation, LLC and NextRadio LLC in an aggregate amount from and after the Fourth Amendment Effective Date not to exceed $10,000,000 at any time outstanding; provided that the amount of Investments permitted pursuant to this Section 6.04(v) shall be permanently reduced by the Borrower corresponding percentage of Equity Interests in TagStation, LLC that are (i) disposed of pursuant to Section 6.03(c)(viii) or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill(ii) issued by TagStation, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective DateLLC.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stock, Equity Interests in or evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments; (b) Investments investments in existence on the date hereof and described in Schedule 6.04 and any modifications, replacements, renewals or extensions thereof, provided that the amount of the original investment permitted pursuant to this clause (ib) made by any Credit Party in or to any Credit Party, (ii) made by any Restricted Subsidiary in or to any Credit Party, (iii) made by is not increased from the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all of such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by investments on the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Effective Date; (c) Investments made investments by the Borrower or Loan Parties and the Subsidiaries in Equity Interests (i) in Subsidiaries that are not party to this Agreement and Loan Guarantors, provided that (A) any Restricted Subsidiary such Equity Interests held by a Loan Party shall be pledged pursuant to the commitments set forth Collateral Documents (subject to the limitations applicable to Equity Interests in a Foreign Subsidiary referred to in Section 5.12) and (B) the aggregate amount of investments made by Loan Parties in, and loans and advances made by Loan Parties to, and Guarantees made by Loan Parties of Indebtedness of, Subsidiaries that are not Loan Parties (excluding all intercompany loans and investments listed on Schedule 7.06(c); provided6.01 and Schedule 6.04, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(crespectively) shall not be increased or otherwise altered in exceed $1,000,000 during any manner adverse to the interests fiscal year of the Borrower Company (in each case determined without regard to any write-downs or any of its Restricted Subsidiarieswrite-offs), on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.and (ii) in Loan Parties; (d) loans or advances made by any Loan Party to another Loan Party or any Subsidiary and made by any Subsidiary to a Loan Party or any other Subsidiary; provided that the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (c)(i) of this Section 6.04; (e) Guarantees constituting Indebtedness permitted by Section 7.01 6.01; provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (other than guarantees c)(i) of this Section 6.04; (f) investments received in respect connection with the bankruptcy or reorganization of, or settlement of Capital Lease Obligations) delinquent accounts and performance guaranteesdisputes with, customers and suppliers, in each case, incurred case in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business and (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions extension of trade credit in the ordinary course of business; (h) Swap Agreements permitted by Section 6.07; (i) loans and advances made by a Loan Party or a Subsidiary to its officers, directors, and employees in the ordinary course of business for travel and entertainment expenses, relocation costs and similar purposes up to a maximum for all such loans and advances of $250,000 in the aggregate at any one time outstanding; (and j) Guarantees by a Loan Party or a Subsidiary of leases of any Investments received other Loan Party or Subsidiary (other than Capital Lease Obligations) entered into in satisfaction or partial satisfaction thereof from financially troubled account debtors the ordinary course of business; provided that the aggregate amount of Guarantees by Loan Parties of leases of Subsidiaries that are not Loan Parties is subject at all time to the extent reasonably necessary limitations set forth in order to prevent or limit loss)paragraph (c)(i) of this Section 6.04; (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount endorsements of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed items for collection or deposit in the aggregate $5,000,000 plus the amount ordinary course of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k); andbusiness; (l) Investments by any Loan Party may purchase, hold or acquire (including pursuant to a merger) all the Borrower Equity Interests in a Person and may purchase or any Restricted Subsidiary consisting otherwise acquire (in one transaction or a series of transactions) all or substantially all of the payment assets of each Incentive Partnership’s share any other Person or all or substantially all of the costs and expenses incurred assets of a division or branch of such Person, if, with respect to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by each such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Date.acquisition:

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stockEquity Interests, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments, subject to control agreements in favor of the Administrative Agent for the benefit of the Secured Parties or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties; (b) Investments (i) made by any Credit Party investments in or to any Credit Party, (ii) made by any Restricted Subsidiary existence on the date hereof and described in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Schedule 6.04; (c) Investments made investments by the Borrower or and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (i) any Restricted Subsidiary such Equity Interests held by a Loan Party shall be pledged pursuant to the commitments set forth Security Agreement (subject to the limitations applicable to Equity Interests of a Foreign Subsidiary referred to in Section 5.14) and (ii) the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan Parties shall not exceed $1,000,000 at any time outstanding (in each case determined net of any returns on Schedule 7.06(ccapital but without regard to any write-downs or write-offs); provided, that the Borrower’s ; (d) loans or advances made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any Restricted other Subsidiary’s commitments set forth on Schedule 7.06(c, provided that (i) to the extent any such loans and advances made by a Loan Party is evidenced by a promissory note, such promissory note shall be pledged pursuant to the Security Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding Guarantees permitted under the proviso of Section 6.04(e)) shall not be increased exceed $1,000,000 at any time outstanding (in each case determined net of any cash payments of principal thereon but without regard to any write-downs or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.write-offs); (de) Guarantees constituting Indebtedness permitted by Section 7.01 (other than guarantees in respect 6.01, provided that the aggregate principal amount of Capital Lease Obligations) and performance guarantees, in each case, incurred in the ordinary course Indebtedness of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (i) customary in the oil and gas business, together with outstanding intercompany loans permitted under clause (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant proviso to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business and (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k); and (l) Investments by the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Date.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stockEquity Interests, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments, subject to control agreements in favor of Lender or otherwise subject to a perfected security interest in favor of Lender; (b) Investments (i) made by any Credit Party investments in or to any Credit Party, (ii) made by any Restricted Subsidiary existence on the date hereof and described in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Schedule 6.04; (c) Investments made investments by the Borrower or Borrowers and their Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (i) any Restricted Subsidiary such Equity Interests held by a Loan Party shall be pledged pursuant to the commitments set forth on Schedule 7.06(cSecurity Agreement (subject to the limitations applicable to Equity Interests of a foreign Subsidiary referred to in Section 5.14) and (ii) the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under Section 6.04(d); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased exceed $250,000 at any time outstanding (in each case determined without regard to any write-downs or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.write-offs); (d) Guarantees constituting Indebtedness loans or advances made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any other Subsidiary, provided that (i) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted by under Section 7.01 6.04(c)) shall not exceed $250,000 at any time outstanding (other than guarantees in respect of Capital Lease Obligations) and performance guarantees, in each case, incurred in the ordinary course of businesscase determined without regard to any write-downs or write-offs); (e) Investments loans or advances made by the Borrower and a Loan Party to its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farmemployees on an arms-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses length basis in the ordinary course of business consistent with past practices for travel and (ii) other short term loans entertainment expenses, relocation costs and similar purposes up to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, a maximum of $250,000 in the aggregate at any one time outstanding; (if) Investments representing the non-cash portion notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit Account Debtor’s Accounts in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided thatbusiness, on the date any such Investment is made, the amount of such Investment, together consistent with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)past practices; and (lg) Investments investments received in connection with the disposition of assets permitted by the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective DateSection 6.05.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, or form any subsidiary after the Restatement Date in order to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stockEquity Interests, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of any Person or any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments, subject to control agreements in favor of the Administrative Agent for the benefit of the Secured Parties or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties; (b) Investments investments in existence on the date hereof and described in Schedule 6.04 and any modification, replacement, renewal or extension thereof to the extent not involving any additional investment; (c) investments by Holdings, the Borrower and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (i) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Security Agreement (subject to the limitations applicable to Equity Interests of a foreign Subsidiary referred to in Section 5.14) and (ii) the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under Section 6.04(d) and outstanding Guarantees permitted under Section 6.04(e)) shall not exceed at any time outstanding the greater of (x) $7,500,000 and (y) 7.5% of EBITDA for the period of four fiscal quarters most recently ended as of such date of testing, in each case determined without regard to any write-downs or write-offs and tested as of the date such investment is made; (d) loans or advances (x) made by any Credit Loan Party in or to any Credit PartySubsidiary, (y) made by any Subsidiary to a Loan Party or any other Subsidiary and (z) made by any Loan Party to Holdings, and by Holdings to PubCo, provided that (i) any such loans and advances in excess of $3,000,000 made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreement, (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under Section 6.04(c) and outstanding Guarantees permitted under Section 6.04(e)) shall not exceed $3,000,000 at any Restricted Subsidiary time outstanding (in or each case determined without regard to any Credit Party, write-downs or write-offs) and (iii) the amount of such loans and advances made to Holdings or by Holdings to PubCo to fund operational and business expenses of Holdings and PubCo, consistent with the limitations of Section 6.03(g), together with any Restricted Payments made to Holdings and/or PubCo pursuant to Section 6.08(a)(iii)(x), shall not exceed $10,000,000 in the aggregate in any fiscal year of Holdings; (e) Guarantees constituting Indebtedness permitted by Section 6.01, provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (ii) to the proviso to Section 6.04(c) and outstanding intercompany loans permitted under clause (ii) to the proviso to Section 6.04(d)) shall not exceed $3,000,000 at any time outstanding in each case determined without regard to any write-downs or write-offs; (f) loans or advances made by a Loan Party (other than Holdings) (i) to its employees on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs (including, without limitation, moving expenses, costs of replacement homes, business machines or supplies, automobiles and other similar expenses) and similar purposes up to a maximum of $3,000,000 in the aggregate at any time outstanding as of the date of such investment and (ii) to members of management, employees, consultants, officers and directors in connection with such Person’s purchase of equity interests of PubCo in an aggregate amount not to exceed at any time outstanding the greater of (x) $5,000,000 and (y) 5% of EBITDA for the period of four fiscal quarters most recently ended as of such date of testing, in each case tested as of the date such loan or advance is made; (g) notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices; (h) investments in the form of Swap Agreements permitted by Section 6.07; (i) investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any Restricted Subsidiary (including in connection with a permitted acquisition), so long as such investments were not made in contemplation of such Person becoming a Subsidiary or to of such merger; (j) investments received in connection with the disposition of assets permitted by Section 6.05; (k) investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (l) exxxxxx money deposits made in connection with any Unrestricted Subsidiary letter of intent or purchase agreement permitted under this Agreement; (m) investments in any joint venture or partnership between any Loan Party (other than Holdings) or any Subsidiary, on the one hand, and another person which is not a Loan Party or a Subsidiary, on the other hand, in an aggregate amount for all such Investments at any one time outstanding investments not to exceed at any time outstanding the greater of (x) $5,000,000, 7,500,000 and (ivy) made 7.5% of EBITDA for the period of four fiscal quarters most recently ended as of such date of testing, in each case, tested as of the date such investment is made; (n) investments in the form of financings of Equipment with trade partners by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary and its Subsidiaries, in an aggregate amount for all such Investments investments not to exceed $2,000,000 at any one time outstanding not to exceed $1,000,000outstanding; (co) Investments made investments in Permitted Acquisitions by the Borrower or any Restricted Subsidiary pursuant to the commitments set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender. (d) Guarantees constituting Indebtedness permitted by Section 7.01 Loan Party (other than guarantees in respect Holdings); (p) extensions of Capital Lease Obligations) and performance guarantees, in each case, incurred trade credit including the holding of receivables related thereto in the ordinary course of business; (eq) Investments by the Borrower and its Restricted Subsidiaries Specified PubCo Loans, provided, that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof of incurrence of any Specified PubCo Loan, no Event of Default shall have occurred and set forth on Schedule 7.06(g)be continuing or would result from the incurrence thereof; (hr) Investments consisting so long as (x) no Event of Default shall have occurred and be continuing or would result from the making thereof and (y) prior to and immediately after giving effect thereto, the Borrower would be in compliance with each of the financial covenants set forth in Section 6.12, in each case, after giving pro forma effect to such transaction, but tested as of the date any irrevocable notice thereof is given, Borrower may make Specified Holdings Distributions; and (s) other investments by the Borrower or any Subsidiary of the Borrower in any other Person (other than Holdings, the Borrower or any of its Subsidiaries) made after the Restatement Date and not permitted pursuant to this Section 6.04, provided that (i) loans at the time of making any such investment no Event of Default shall have occurred and advances to employees for movingbe continuing, entertainmentor would result therefrom, travel and other similar expenses in the ordinary course of business and (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, $250,000 in the maximum aggregate at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of all such Investment, together with all other Investments investments that are so made pursuant to this clause (kq) and outstanding at any time shall not exceed at any time the greater of Section 7.06 (in each case determined based on x) $5,000,000 and (y) 5% of EBITDA for the cost period of four fiscal quarters most recently ended as of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount date of dividends, distributions and returns of capitaltesting, in each case, consisting taking into account the repayment of cash any loans or advances comprising such investments and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k); and (l) Investments by the Borrower or any Restricted Subsidiary consisting tested as of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by date such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Dateinvestment is made.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stock, evidences of Indebtedness or other securities Equity Interests (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of assets, merger or otherwise) (the each of the foregoing, an “InvestmentsInvestment”), except: (a) Permitted Investments; (b) Investments (i) made by any Credit Party in or to any Credit Party, (ii) made by any Restricted Subsidiary existence on the date hereof and described in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Schedule 6.04; (c) Investments made by the Borrower or Borrowers and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (A) any Restricted Subsidiary such Equity Interests held by a Loan Party shall be pledged pursuant to the commitments set forth on Schedule 7.06(cSecurity Agreement (subject to the limitations applicable to Equity Interests of a Foreign Subsidiary referred to in Section 5.12) and (B) the aggregate amount of Investments by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(d) and outstanding Guarantees permitted under the proviso to Section 6.04(e); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased exceed $5,000,000 at any time outstanding (in each case determined without regard to any write-downs or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.write-offs); (d) loans or advances made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any other Subsidiary, provided that (A) any such loans and advances made by a Loan Party to a Subsidiary that is not a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(c) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $5,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); NAI-1500544456v14 91 (e) Guarantees constituting Indebtedness permitted by Section 7.01 6.01, provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (other than guarantees in respect of Capital Lease Obligationstogether with outstanding investments permitted under clause (B) to the proviso to Section 6.04(c) and performance guarantees, outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(d)) shall not exceed $5,000,000 at any time outstanding (in each casecase determined without regard to any write-downs or write-offs); (f) Permitted Acquisitions; (g) loans or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, incurred relocation costs and similar purposes up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (h) notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices; (ei) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to of Swap Agreements permitted by Section 7.04(b), $10,000,000 in the aggregate6.07; (fj) Investments consisting of Swap Agreements to any Person existing at the extent permitted under Section 7.07time such Person becomes a Subsidiary of a Borrower or consolidates or merges with a Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such Investments were not made in contemplation of such Person becoming a Subsidiary or of such merger; (gk) Investments existing as received in connection with the disposition of the date hereof and set forth on Schedule 7.06(g)assets permitted by Section 6.05; (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business and (iil) other short term loans to employees Investments not to exceed, with respect to the foregoing clauses (i) and (ii) together, exceed $250,000 1,000,000 in the aggregate at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k); and (lm) Investments by the Borrower or any Restricted Subsidiary consisting constituting deposits described in clauses (c) and (d) of the payment of each Incentive Partnership’s share definition of the costs term “Permitted Encumbrances”. For the avoidance of doubt, Investments in the Parent and expenses incurred certain of its Subsidiaries shall be subject to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective DateSection 6.09(b).

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stockEquity Interests, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments, subject to control agreements in favor of the Administrative Agent for the benefit of the Secured Parties or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties; (b) Investments (i) made by any Credit Party investments in or to any Credit Party, (ii) made by any Restricted Subsidiary existence on the date hereof and described in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Schedule 6.04; (c) Investments made investments by the Borrower or any Restricted Subsidiary pursuant to the commitments set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the Loan Parties in Equity Interests in other hand, unless otherwise consented to by the Lead Lender.Loan Parties; (d) loans or advances made by any Loan Party to any other Loan Party; (e) Guarantees constituting Indebtedness permitted by Section 7.01 (other than guarantees in respect of Capital Lease Obligations) and performance guarantees6.01, in each case, incurred in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements Guarantees of Indebtedness of Excluded Subsidiaries shall be under construction contracts only and shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), exceed $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business and (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, $250,000 3,000,000 in the aggregate on a cumulative basis at any time outstanding; (if) Investments representing the nonloans or advances made by a Loan Party to its employees on an arms-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $100,000 in the aggregate at any one time outstanding; (and g) notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices; (h) investments in the form of Swap Agreements permitted by Section 6.07; (i) investments of any Investments Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any Subsidiary (including in connection with a permitted acquisition), so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such merger; (j) investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to connection with the extent reasonably necessary in order to prevent or limit loss)disposition of assets permitted by Section 6.05; (k) investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (l) formation of new Subsidiaries after the Effective Date; provided, that in each case (i) such Subsidiary becomes a Loan Party at formation, (ii) such Subsidiary shall be a formed and existing under the laws of a state of the United States of America, and (iii) at such formation, the terms and conditions of Section 5.14 are complied with; (m) acquisitions of Equity Interests in any other Investments by Person in one or more series of related transactions after the Effective Date; provided, that (i) upon any such acquisition the Person acquired shall be a Subsidiary, (ii) such Person becomes a Loan Party at the time of such acquisition, (iii) such Person is formed and existing under the laws of a state of the United States of America, (iv) at the time of such acquisition, the terms and conditions of Section 5.14 are complied with, (v) the maximum potential acquisition price for Equity Interests in such Person (plus any other Acquisitions under this clause (m) and clause (n)) does not exceed 15% of the consolidated net tangible assets of the Borrower and its Subsidiaries for any calendar year, calculated as of the Restricted Subsidiaries; provided thatmost recently completed calendar quarter, on (vi) prior to such acquisition, the date Borrower provides evidence satisfactory to the Administrative Agent that at the time of such acquisition the Borrower will be in pro forma compliance with the financial covenants set forth in Section 6.12, and (vii) no Default or Event of Default exists before or after giving effect to any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)acquisition; and (ln) Investments by the Borrower acquisitions of assets any other Person constituting a business unit in one or any Restricted Subsidiary consisting more series of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on related transactions after the Effective Date.; provided, that (i) at the time of such acquisition, the terms and conditions of Section 5.14 are complied with, (ii) the maximum potential acquisition price for such assets (plus any other Acquisitions under this clause (n) and clause (m)) does not exceed 15% of the consolidated net tangible assets of the Borrower and its Subsidiaries for any calendar year, calculated as of the most recently completed calendar quarter, (iii) prior to such acquisition, the Borrower provides evidence satisfactory to the Administrative Agent that at the time of such acquisition the Borrower will be in pro forma compliance with the financial covenants set forth in Section 6.12, and (iv) no Default or Event of Default exists before or after giving effect to any such acquisition

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stockEquity Interests, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments, subject to control agreements in favor of the Lender or otherwise subject to a perfected security interest in favor of the Lender; (b) Investments (i) made by any Credit Party investments in or to any Credit Party, (ii) made by any Restricted Subsidiary existence on the date hereof and described in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Schedule 6.04; (c) Investments made investments by the Borrower or and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (i) any Restricted Subsidiary such Equity Interests held by a Loan Party shall be pledged pursuant to the commitments set forth on Schedule 7.06(cSecurity Agreement (subject to the limitations applicable to Equity Interests of a foreign Subsidiary referred to in Section 5.14) and (ii) the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under Section 6.04(d) and outstanding Guarantees permitted under Section 6.04(e); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased exceed $100,000 at any time outstanding (in each case determined without regard to any write-downs or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.write-offs); (d) loans or advances (excluding non-cash allocation of costs or expenses among Subsidiaries done in the ordinary course of business) made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any other Subsidiary, provided that (i) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under Section 6.04(c) and outstanding Guarantees permitted under Section 6.04(e)) shall not exceed $250,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (e) Guarantees constituting Indebtedness permitted by Section 7.01 6.01, provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (other than guarantees in respect of Capital Lease Obligationstogether with outstanding investments permitted under clause (ii) to the proviso to Section 6.04(c) and performance guarantees, outstanding intercompany loans permitted under clause (ii) to the proviso to Section 6.04(d)) shall not exceed $100,000 at any time outstanding (in each casecase determined without regard to any write-downs or write-offs); (f) loans or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, incurred relocation costs and similar purposes up to a maximum of $100,000 in the aggregate at any one time outstanding; (g) notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together consistent with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g)past practices; (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses investments in the ordinary course form of business and (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at any time outstandingSwap Agreements permitted by Section 6.07; (i) Investments representing investments of any Person existing at the non-cash portion time such Person becomes a Subsidiary of the consideration received for Borrower or consolidates or merges with the Borrower or any Disposition Subsidiary (including in connection with a permitted acquisition), so long as such investments were not made in contemplation of assets permitted under Section 7.04(j) not to exceed 10% such Person becoming a Subsidiary or of the total consideration received from such Dispositionmerger; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to connection with the extent reasonably necessary in order to prevent or limit loss);disposition of assets permitted by Section 6.05; and (k) other Investments by the Borrower investments constituting deposits described in clauses (c) and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (kd) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k); and (l) Investments by the Borrower or any Restricted Subsidiary consisting definition of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Dateterm “Permitted Encumbrances”.

Investments, Loans, Advances, Guarantees and Acquisitions. The None of the Borrower or any Subsidiary will not, nor will it permit any of its Restricted Subsidiaries to, purchase, hold or hold, acquire (including pursuant to any merger or consolidation with any Person that was not a wholly wholly-owned Restricted Subsidiary prior to such merger) any capital stock, evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) ofthereto), make or otherwise permit to exist any loans or advances to, Guarantee any Indebtedness of, or make or permit to exist any investment or any other interest in, Investment in any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all of the foregoing, “Investments”), except: (a) the Target Acquisition; (b) Permitted Investments; (bi) Investments existing or contemplated by investment agreements existing on the Effective Date in Subsidiaries and (ii) other Investments existing or contemplated by investment agreements existing on the Effective Date and set forth on Schedule 6.04; (d) (i) additional Investments by the Borrower in any Loan Party and by any Loan Party in the Borrower or in another Loan Party, and (ii) Investments (iincluding by way of capital contributions or extensions of credit) made by the Borrower and the Subsidiaries in Equity Interests in their Subsidiaries; provided, in the case of clause (ii), that (x) any such Equity Interests held by a Loan Party shall be pledged in accordance with the requirements of the Collateral and Guarantee Requirement and (y) no Investment by any Credit Loan Party in any Subsidiary that is not a Loan Party shall be permitted pursuant to this Section 6.04(d) if, at the time of the making of, and after giving effect to, such Investment (and any substantially simultaneous use of the Permitted Amount), the Permitted Amount would be less than zero; (e) loans or to any Credit Party, (ii) made by any Restricted Subsidiary in or to any Credit Party, (iii) advances made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary; provided that no loan or advance made by any Loan Party to a Subsidiary in an aggregate amount for all such Investments that is not a Loan Party shall be permitted pursuant to this Section 6.04(e) if, at any one the time outstanding not to exceed $5,000,000of, and after giving effect to, the making of such loan or advance (ivand any substantially simultaneous use of the Permitted Amount) made and the use of proceeds thereof, the Permitted Amount would be less than zero; (f) Guarantees by the Borrower or any Restricted Subsidiary in of Indebtedness or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000; (c) Investments made by the Borrower or any Restricted Subsidiary pursuant to the commitments set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests other obligations of the Borrower or any Subsidiary (including any such Guarantees arising as a result of its Restricted Subsidiariesany such Person being a joint and several co-applicant with respect to any letter of credit or letter of guaranty); provided that (i) (A) a Subsidiary that has not Guaranteed the Obligations pursuant to the Guarantee Agreement shall not Guarantee any Indebtedness of any Loan Party and (B) any such Guarantee of Indebtedness that is required to be subordinated to the Loan Document Obligations shall be subordinated to the Loan Document Obligations on terms no less favorable to the Lenders than those of such Subordinated Indebtedness, on the one hand, and the Lenders, on the (ii) any such Guarantee constituting Indebtedness is permitted by Section 6.01 (other hand, unless otherwise consented to by the Lead Lender. than clause (d) Guarantees constituting Indebtedness permitted by Section 7.01 (other than guarantees in respect of Capital Lease Obligationsthereof) and performance guarantees(iii) no Guarantee by any Loan Party of Indebtedness (excluding, in each casefor the avoidance of doubt, incurred Guarantees of obligations not constituting Indebtedness) of any Subsidiary that is not a Loan Party shall be permitted pursuant to this Section 6.04(f) if, at the time of the making of, and after giving effect to, such Guarantee (and any substantially simultaneous use of the Permitted Amount), the Permitted Amount would be zero; (g) (i) loans or advances to employees of the Borrower or any Subsidiary made in the ordinary course of business; (e) Investments by , including those to finance the purchase of Equity Interests of the Borrower pursuant to employee plans and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) payroll, travel, entertainment, relocation and similar advances to directors and employees of the Borrower or any Subsidiary to cover matters that are expected at the time of such advances to be treated as expenses of the Borrower or such Subsidiary for accounting purposes and that are made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting aggregate principal amount of Swap Agreements to the extent permitted such loans and advances under Section 7.07; this clause (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g)outstanding at any time shall not exceed $10,000,000; (h) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, or consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses securities acquired in connection with the ordinary course satisfaction or enforcement of business and (ii) other short term loans to employees not to exceed, with respect claims due or owing to the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at Borrower or any time outstandingSubsidiary; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such DispositionPermitted Acquisitions; (j) demand deposits Investments held by a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with financial institutionsor into the Borrower or a Subsidiary after the Closing Date, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors each case as permitted hereunder, to the extent reasonably necessary that such Investments were not made in order to prevent contemplation of or limit loss)in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) as a result of the receipt of noncash consideration from a sale, transfer, lease or other disposition of any asset in compliance with Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k); and6.05; (l) Investments by the Borrower or any Subsidiary that result solely from the receipt by the Borrower or such Subsidiary from any of its subsidiaries of a dividend or other Restricted Payment in the form of Equity Interests, evidences of Indebtedness or other securities (but not any additions thereto made after the date of the receipt thereof) and any other Restricted Payments permitted by Section 6.08; (m) Investments in the form of Hedging Agreements permitted under Section 6.07; (n) Investments by any Subsidiary that is not a Loan Party in any other Subsidiary that is not a Loan Party; (o) Investments consisting of (i) extensions of trade credit, (ii) deposits made in connection with the purchase of goods or services or the performance of leases, licenses or contracts, in each case, in the ordinary course of business or in connection with Permitted Acquisitions, (iii) notes receivable of, or prepaid royalties and other extensions of credit to, customers and suppliers that are not Affiliates of the Borrower and that are made in the ordinary course of business and (iv) Guarantees made in the ordinary course of business in support of obligations of the Borrower or any of its Subsidiaries not constituting Indebtedness for borrowed money, including operating leases and obligations owing to suppliers, customers and licensees; (p) mergers and consolidations permitted under Section 6.03 that do not involve any Person other than the Borrower and Subsidiaries that are wholly-owned Subsidiaries; (q) intercompany loans or other intercompany Investments made by Loan Parties in the ordinary course of business to or in any Subsidiary that is not a Loan Party; (r) intercompany Investments, reorganizations and other activities relating to tax planning and reorganization, so long as, after giving effect thereto the Liens of the Secured Parties in the Collateral, taken as a whole, are not materially impaired; provided that no Investment may be made by any Loan Party in a Subsidiary that is not a Loan Party if, at the time of the making of, and after giving effect to, such Investment (and any substantially simultaneous use of the Permitted Amount), the Permitted Amount would be zero; (s) Investments consisting of Guarantees in the ordinary course of business to support the obligations of any Subsidiary under its worker’s compensation and general insurance agreements; (t) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may on any date make Restricted Payments so long as, at the time of the making of such Restricted Payment, the Leverage Ratio, calculated on a Pro Forma Basis as of the date of making thereof, is not in excess of 2.75 to 1.00; (u) Investments constituting endorsements for collection or deposit in the ordinary course of business; (v) Investments by any Subsidiary consisting of loans to the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership Borrower to the extent (and for the avoidance of doubt without duplication and not in addition to) the amount of such loan could also be made as a distribution under Section 6.08; (w) other Investments, including Investments in connection with the acquisition of Subsidiaries that are not Loan Parties or other Persons that will not be Loan Parties, in an aggregate amount not in excess of $10,000,000; provided, however, that at the time any such Investment is made pursuant to this clause (t), no Default shall have occurred and be continuing or would result therefrom; and (x) intercompany loans or other Investments by the Borrower or its Subsidiaries in BidCo made in order to consummate the Transactions. Notwithstanding anything contrary set forth above, (i) if any Investment is denominated in a foreign currency, no fluctuation in currency values shall result in a breach of this Section 6.04 and the amount of such Investment shall be determined as of the date such Investment is made and (ii) if any Investment is made in reliance on Schedule 7.06(lany “basket” determined by reference to Total Assets, no fluctuation in the aggregate amount of Total Assets shall result in a breach of this Section 6.04. In addition, in the event that a Loan Party makes an Investment in an Excluded Subsidiary for purposes of permitting such Excluded Subsidiary or any other Excluded Subsidiary to apply the amounts received by it to make a substantially concurrent Investment (which may be made through any other Excluded Subsidiary) and permitted hereunder, such substantially concurrent Investment by such Excluded Subsidiary shall not be included as in effect on an Investment for purposes of this Section 6.04 to the Effective Dateextent that the initial Investment by the Loan Party reduced amounts available to make Investments hereunder.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stock, evidences evidence of Indebtedness or Equity Interests or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of assets, merger or otherwise) (each of the foregoing, an “InvestmentsInvestment”), except: (a) Permitted Investments, subject to control agreements in favor of the Administrative Agent for the benefit of the applicable Secured Parties or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the applicable Secured Parties; (b) Investments (i) made investmentsInvestments in existence on the Effective Date and (ii) investmentsInvestments described in Schedule 6.04; (c) investmentsInvestments by the Borrowers and the Restricted Subsidiaries in Equity Interests in their respective Restricted Subsidiaries, provided that (i) any Credit Party such Equity Interests held by a Loan Party, subject to the Intercreditor Agreement, shall be pledged pursuant to a Security Agreement (subject to the limitations applicable to Equity Interests of a Foreign Subsidiary referred to in or to any Credit PartySection 5.14), (ii) no such investment by any Borrower or any other Loan Party in a Restricted Subsidiary that is not a Loan Party shall exceed $1,000,000 individually, (iii) no such investmentInvestment by any Borrower or any other Loan Party shall be made in a Restricted Subsidiary that is not a Loan Party unless both immediately before and immediately after giving effect to such investmentInvestment, (A) no Event of Default then exists or would arise as a result of any such investmentInvestment and (B) Borrowers are in compliance on a pro forma basis with the financial covenant contained in Section 6.12 based on the financial statements and compliance certificate for the most recently ended fiscal quarter that have been delivered to the Administrative Agent pursuant to Section 5.01(b) and Section 5.01(c), and (iviii) the aggregate amount of investmentsInvestments by Loan Parties in Restricted Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (ii) to the proviso to Section 6.04(d) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed, at the time any such Investment is made, an amount equal to (x) $10,000,000 plus (y) the Cash Distribution Amount at anysuch time outstanding (in each case determined without regard to any write-downs or write-offs); (d) loans or advances made by any Loan Party to any Restricted Subsidiary and made by any Restricted Subsidiary to a Loan Party or any other Restricted Subsidiary, provided that (i) any such loans and advances (x) owed by a Loan Party to a Restricted Subsidiary that is not a Loan Party shall be evidenced by the Master Intercompany Note and (y) owed to a Loan Party in excess of $250,000 individually or $1,000,000 in the aggregate shall be evidenced by a promissory note and pledged pursuant to Section 4.4 of the U.S. Security Agreement (or the applicable provisions of any other Security Agreement), (ii) the outstanding principal amount of such loans and advances made by Loan Parties to Restricted Subsidiaries that are not Loan Parties (together with outstanding investmentsInvestments permitted under clause (iviii) to the proviso to Section 6.04(c) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed, at the time any such loan or advance is made, an amount equal to (x) $10,000,000 plus (y) the Cash Distribution Amount at anysuch time outstanding (in each case determined without regard to any Credit Party, write-downs or write-offs) and (iii) the tenor of any loan or advance made by the Borrower or any Loan Party to any Restricted Subsidiary in that is not a Loan Party shall not exceed (x) six (6) months, if the principal amount of such loan or advance is less than $5,000,000 and (y) twelve (12) months, if the principal amount of such loan or advance is greater than or equal to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000; (c) Investments made by the Borrower or any Restricted Subsidiary pursuant to the commitments set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender. (de) Guarantees constituting Indebtedness permitted by Section 7.01 6.01, provided that the aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (other than guarantees in respect of Capital Lease Obligationstogether with outstanding investmentsInvestments permitted under clause (iviii) to the proviso to Section 6.04(c) and performance guaranteesoutstanding intercompany loans permitted under clause (ii) to the proviso to Section 6.04(d)) shall not exceed, at the time any such Guarantee is made, an amount equal to (x) $10,000,000 plus (y) the Cash Distribution Amount at anysuch time outstanding (in each case determined without regard to any write-downs or write-offs); (f) loans or advances made by a Loan Party to its employees in the ordinary course of business consistent with past practices up to a maximum of $2,500,000 in the aggregate at any one time outstanding; (g) notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices; (h) investmentsInvestments in the form of Swap Agreements permitted by Section 6.07; (i) investmentsInvestments of any Person existing at the time such Person becomes a Restricted Subsidiary of a Borrower or consolidates or merges with a Borrower or any of the Restricted Subsidiaries (including in connection with a Permitted Acquisition) so long as such investmentsInvestments were not made in contemplation of such Person becoming a Subsidiary or of such merger; (j) investmentsInvestments received in connection with the Disposition of assets permitted by Section 6.05; (k) investmentsInvestments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (l) investmentsInvestments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or judgments against, customers and suppliers, in each case, incurred case in the ordinary course of business; (em) Investments by investmentsInvestments constituting Permitted Acquisitions so long as the Borrower and its Restricted Subsidiaries that Acquisition Payment Conditions are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregatesatisfied; (fn) Investments consisting of Swap Agreements investmentsInvestments to the extent permitted under Section 7.07; (g) Investments existing as that the payment for such investmentInvestment is made in exchange for, or with the proceeds of substantially contemporarily issued, Equity Interests of the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business and (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)Borrowers; and (lo) Investments other investmentsInvestments, including investmentsInvestments in Unrestricted Subsidiaries and Foreign Subsidiaries, so long as the Payment Conditions are satisfied at the time each such investmentInvestment is made; provided, that, the Payment Conditions shall not apply to, and the Loan Parties and Restricted Subsidiaries may convert the Series A Convertible Preferred Units held by the Borrower or any Loan Parties and their Restricted Subsidiary consisting Subsidiaries into common units of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective DateCSI Compressco LP.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower Loan Parties will not, nor and will it not permit any Subsidiary of its Restricted Subsidiaries any Loan Party to, purchase, hold or acquire (including pursuant to any merger or amalgamation with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such mergermerger or amalgamation) any capital stock, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger, amalgamation or otherwise), except: (a) Permitted Investments, subject to a security interest in favor of the Collateral Agent for the benefit of the Lenders in a manner reasonably satisfactory to the Collateral Agent; (b) Investments investments in existence on the date of this Agreement and described in Schedule 8.04; (i) investments made by any Credit Loan Party in or to the Capital Stock of any Credit wholly-owned Subsidiary which is a Loan Party, and (ii) investments made by any Restricted Subsidiary which is not a Loan Party in or to the Capital Stock of any Credit Subsidiary which is a Loan Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000; (cd) Investments loans or advances made by the Borrower or a Loan Party to any Restricted Subsidiary pursuant to the commitments set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to Loan Party permitted by the Lead Lender.Section 8.01; (de) Guarantees constituting Indebtedness permitted by Section 7.01 8.01; (other than guarantees in respect f) loans or advances made by a Loan Party to (i) senior executives of Capital Lease Obligations) and performance guarantees, in each case, incurred the Loan Parties on an arms-length basis in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary business for relocation costs up to a maximum of $125,000 in the oil aggregate at any one time outstanding for all such loans and gas business, advances and (ii) made its employees (other than as set forth in the foregoing clause (i)) on an arms-length basis in the ordinary course of the Borrower’s or such Restricted Subsidiary’s businessbusiness consistent with past practices for travel and entertainment expenses, relocation costs and (iii) made similar purposes up to a maximum of $12,500 to any employee and up to a maximum of $65,000 in the form of, or pursuant to, oil, gas aggregate at any one time outstanding for all such loans and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07advances; (g) Investments existing as subject to the terms of the date hereof Security and set forth on Schedule 7.06(g); (h) Investments consisting Pledge Agreement, notes payable, or stock or other securities issued by Account Debtors to a Loan Party in connection with the bankruptcy or reorganization of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses Account Debtors or in settlement or delinquent obligations of Account Debtors in the ordinary course of business and consistent with past practice; (iih) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, $250,000 advances in the aggregate at any time outstandingform of a pre-payment of expenses, so long as such expenses are being paid in accordance with customary trade terms of such Loan Party; (i) Investments representing the non-cash portion of the consideration received for in connection with the sale, transfer, lease or disposal of any Disposition of assets permitted under asset in compliance with Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k8.03(b); and (lj) Investments by the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Date.Swap Agreements otherwise permitted under Section 8.05;

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stock, evidences of Indebtedness or Equity Interests or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments, subject to control agreements in favor of the Administrative Agent for the benefit of the Lenders and the other Secured Parties or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Lenders and the other Secured Parties; (b) Investments (i) made by any Credit Party investments in or to any Credit Party, (ii) made by any Restricted Subsidiary existence on the date hereof and described in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Schedule 6.04; (c) Investments investments by the Kodiak Borrower (or, after a Successful IPO, Kodiak Corp) and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (A) any such Equity Interests held by an Obligor shall be pledged pursuant to the Security Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in Section 5.15) and (B) the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(d) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $5,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (d) investments, loans or advances made by the Kodiak Borrower (or, after a Successful IPO, Kodiak Corp) to any Subsidiary and made by any Subsidiary to the Kodiak Borrower (or, after a Successful IPO, Kodiak Corp) or any Restricted Subsidiary other Subsidiary, provided that (A) any such investments, loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the commitments set forth on Schedule 7.06(cSecurity Agreement and (B) the amount of such investments, loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(c) and outstanding Guarantees permitted under the proviso to Section 6.04(e); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased exceed $5,000,000 at any time outstanding (in each case determined without regard to any write-downs or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.write-offs); (de) Guarantees constituting Indebtedness permitted by Section 7.01 6.01, provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (other than guarantees in respect of Capital Lease Obligationstogether with outstanding investments permitted under clause (B) to the proviso to Section 6.04(c) and performance guarantees, outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(d)) shall not exceed $5,000,000 at any time outstanding (in each casecase determined without regard to any write-downs or write-offs); (f) loans or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, incurred relocation costs and similar purposes up to a maximum of $750,000 in the aggregate at any one time outstanding; (g) subject to Section 4.2(a) and Section 4.4 of the Security Agreement, notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together consistent with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g)past practices; (h) Investments consisting investments in the form of Swap Agreements permitted by Section 6.07; (i) loans and advances to employees for movinginvestments of any Person existing at the time such Person becomes a Subsidiary of the Kodiak Borrower (or, entertainmentafter a Successful IPO, travel and other similar expenses Kodiak Corp) or consolidates or merges with the Kodiak Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such merger; (j) investments received in connection with the ordinary course disposition of business and assets permitted by Section 6.05; (iik) other short term loans to employees not to exceed, with respect to the foregoing investments constituting deposits described in clauses (ic) and (iid) togetherof the definition of the term “Permitted Encumbrances”; (l) Permitted Acquisitions so long as the Acquisition Payment Conditions are satisfied; and (m) (x) any time prior to the consummation of a Successful IPO, other investments, loans or advances in an aggregate amount not to exceed $250,000 150,000,000 in the aggregate at any one time outstanding; , so long as the Payment Conditions shall have been satisfied at the time such investment, loan or advance is made and (iy) Investments representing any time after the non-cash portion consummation of a Successful IPO, other investments, loans or advances, so long as the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of Payment Conditions shall have been satisfied at the total consideration received from time such Disposition; (j) demand deposits with financial institutionsinvestment, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction loan or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment advance is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k); and (l) Investments by the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Date.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stock, evidences evidence of Indebtedness or Equity Interests or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments; (b) Investments (i) made by any Credit Party investments in or to any Credit Party, (ii) made by any Restricted Subsidiary existence on the date hereof and described in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Schedule 6.04; (c) Investments intercompany loans or advances made by the Borrower or any Restricted Loan Party to any Subsidiary pursuant that is a Loan Party and made by any Subsidiary to the commitments set forth on Schedule 7.06(c)a Loan Party; provided, that (i) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged and delivered (with appropriate endorsement) to Administrative Agent pursuant to the Borrower’s or Security Agreement, and (ii) the aggregate amount of any Restricted Subsidiary’s commitments set forth on Schedule 7.06(cintercompany loans and advances made by any Borrower to any Loan Party that is not a Borrower (together with outstanding investments permitted under clause (e) of the definition of “Permitted Intercompany Investments”) shall not be increased exceed $500,000 at any time outstanding (in each case determined without regard to any write-downs or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one handwrite-offs), and the Lenders(iii) any and all intercompany loans and advances made by a Subsidiary that is not a Loan Party to or in a Loan Party, on the other hand, unless otherwise consented shall at all times be subject to by the Lead Lender.a Subordination Agreement; (d) investments by IPSCO and its Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (i) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Security Agreement (subject to the limitations applicable to Equity Interests of a Foreign Subsidiary referred to in Section 5.14) and (ii) any and all such investments made by Loan Parties in Equity Interests in their respective Subsidiaries that are not Loan Parties shall satisfy each of the conditions set forth in clause (d) of the definition of “Permitted Intercompany Investments”; (e) (i) Guarantees constituting Indebtedness permitted by Section 7.01 (6.01, provided that other than guarantees the PAO TMK 2011 Eurobond Guarantee, the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (d) of the definition of “Permitted Intercompany Investments” and outstanding intercompany loans permitted under clause (c) of the definition of “Permitted Intercompany Investments”) shall not exceed $500,000 at any time outstanding (in respect each case determined without regard to any write-downs or write-offs), and (ii) the PAO TMK 2011 Eurobond Guarantee provided that the aggregate principal amount of Capital Lease Obligations) the Indebtedness so Guaranteed by IPSCO thereunder, and performance guaranteesthe aggregate principal amount of IPSCO’s contingent liability thereunder, in each case, incurred is not in excess of the amounts and liabilities in existence on the Effective Date; (f) loans or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $100,000 to any employee and up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (g) notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary , consistent with past practices, in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business and (ii) other short term loans to employees an aggregate amount not to exceed, with respect to the foregoing clauses (i) and (ii) together, exceed $250,000 in the aggregate 5,000,000 at any time outstanding; (h) investments in the form of Swap Agreements permitted by Section 6.07; (i) Investments representing investments of any Person existing at the non-cash portion time such Person becomes a Subsidiary of a Borrower or consolidates or merges with a Borrower or any of the consideration received for any Disposition Subsidiaries (including in connection with a permitted acquisition) so long as such investments were not made in contemplation of assets permitted under Section 7.04(j) not to exceed 10% such Person becoming a Subsidiary or of the total consideration received from such Dispositionmerger; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss)Permitted Acquisitions; (k) other Investments investments received in connection with the disposition of assets permitted by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)6.05; and (l) Investments by the Borrower or any Restricted Subsidiary consisting investments constituting deposits described in clauses (c) and (d) of the payment of each Incentive Partnership’s share definition of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Dateterm “Permitted Encumbrances”.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stock, evidences of Indebtedness or Equity Interests or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments, subject to control agreements in favor of the Administrative Agent; (b) Investments investments in existence on the date hereof and described in Schedule 6.04 and deposits in bank accounts maintained by a Loan Party (i) made by any Credit Party without a requirement that a control agreement in or to any Credit Partyfavor of the Administrative Agent is in place so long as the accounts contain no more than $7,500 in each said account, (ii) made by any Restricted Subsidiary and not more than $30,000 in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000time); (c) Investments made investments by the Borrower or and its Subsidiaries in Equity Interests in their respective Subsidiaries as in existence on the Effective Date; provided that any Restricted Subsidiary such Equity Interests held by a Loan Party in any of its direct Subsidiaries shall be pledged pursuant to the commitments set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.Security Agreement; (d) loans or advances made by (i) a Loan Party to another Loan Party so long as (x) the aggregate amount of all such loans and advances from Loan Parties to Wagz does not exceed $1,000,000 in any Fiscal Year and (y) any such loans and advances shall be evidenced by a promissory note pledged pursuant to the Security Agreement, (ii) an Excluded Foreign Subsidiary (other than a Mexican Subsidiary) to another Excluded Foreign Subsidiary, (iii) an Excluded Foreign Subsidiary to a Loan Party so long as the parties thereto are party to the Intercompany Subordination Agreement, (iv) a Loan Party to a Mexican Subsidiary so long as (x) the aggregate amount of all such loans and advances from Loan Parties to Mexican Subsidiaries does not exceed $1,000,000 in any Fiscal Year and (y) any such loans and advances shall be evidenced by a promissory note pledged pursuant to the Security Agreement, and (v) a Loan Party to an Excluded Foreign Subsidiary (other than a Mexican Subsidiary) so long as (x) the aggregate amount of all such loans and advances from Loan Parties to such Excluded Foreign Subsidiaries does not exceed $1,000,000 in any Fiscal Year and (y) any such loans and advances shall be evidenced by a promissory note pledged pursuant to the Security Agreement; provided that nothing set forth herein shall limit Ordinary Course Intercompany Obligations to the extent permitted by Section 6.01; (e) Guarantees constituting Indebtedness permitted by Section 7.01 6.01, provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall not exceed $500,000 at any time outstanding (other than guarantees in respect of Capital Lease Obligations) and performance guarantees, in each casecase determined without regard to any write-downs or write-offs); (f) loans or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, incurred relocation costs and similar purposes up to a maximum of $100,000 at any one time outstanding; (g) notes payable, or stock or other securities, issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together consistent with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g)past practices; (h) Investments consisting investments in the form of Swap Agreements permitted by Section 6.07; (i) loans investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of its Subsidiaries so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such merger; (j) investments received in connection with Dispositions permitted by Section 6.05; (k) investments constituting deposits described in clauses (c) and advances to employees for moving(d) of the definition of the term “Permitted Encumbrances;” and (l) unsecured Guarantees by the Borrower in respect of the lease agreement dated May 9, entertainment2012, travel between Vesta Baja California, S. de X.X. de C.V., as landlord, and other similar expenses Ablemex, S.A. de C.V., as tenant, and any amendment or renewal thereof in the ordinary course of business and (ii) other short term loans to employees not to exceedon market terms, with respect to as the foregoing clauses (i) and (ii) togethersame may be amended, $250,000 in the aggregate at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutionsrestated, prepaid expenses and extensions of trade credit supplemented, renewed or refinanced in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)market terms.; and (lm) Investments unsecured loans or advances made by the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership Wagz pursuant to the extent set forth on Schedule 7.06(lWagz Promissory Note so long as (x) the aggregate amount of all such loans and as in effect on advances does not exceed $900,000 and (y) any such loans and advances shall be pledged pursuant to the Effective DateSecurity Agreement.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stock, evidences of Indebtedness or Equity Interests or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments; (b) Investments (i) made by any Credit Party investments in or to any Credit Party, (ii) made by any Restricted Subsidiary existence on the date hereof and described in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Schedule 6.04; (c) Investments made investments by Holdings in the Borrower and by the Borrower or and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (A) any Restricted Subsidiary such Equity Interests held by a Loan Party shall be pledged pursuant to the commitments set forth on Schedule 7.06(cSecurity Agreement (subject to the limitations applicable to Equity Interests of a Foreign Subsidiary referred to in Section 5.14) and (B) the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(d) and outstanding Guarantees permitted under the proviso to Section 6.04(e); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased exceed $25,000,000 at any time outstanding (in each case determined without regard to any write-downs or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.write-offs); (d) loans or advances made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any other Subsidiary, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(c) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $25,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (e) Guarantees constituting Indebtedness permitted by Section 7.01 6.01, provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (other than guarantees in respect of Capital Lease Obligationstogether with outstanding investments permitted under clause (B) to the proviso to Section 6.04(c) and performance guarantees, outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(d)) shall not exceed $25,000,000 at any time outstanding (in each casecase determined without regard to any write-downs or write-offs); (f) loans or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, incurred relocation costs and similar purposes up to a maximum of $2,500,000 in the aggregate at any one time outstanding; (g) notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together consistent with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g)past practices; (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses investments in the ordinary course form of business and (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at any time outstandingSwap Agreements permitted by Section 6.07; (i) Investments representing investments of any Person existing at the non-cash portion time such Person becomes a Subsidiary of the consideration received for Borrower or consolidates or merges with the Borrower or any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from Subsidiaries (including in connection with a Permitted Acquisition) so long as such Dispositioninvestments were not made in contemplation of such Person becoming a Subsidiary or of such merger; (j) demand investments received in connection with the disposition of assets permitted by Section 6.05; (k) investments constituting deposits with financial institutions, prepaid expenses described in clauses (c) and extensions (d) of the definition of the term “Permitted Encumbrances”; (l) investments consisting of extension of trade credit in the ordinary course of business business, consistent with past practices; (m) Permitted Acquisitions; (n) investments consisting of Equity Interests received by a Loan Party as consideration in connection with the bankruptcy of an unaffiliated Person or any settlement with any such Person effected in accordance with the terms hereof; provided, that, in the case of any of the foregoing, such Equity Interests shall be promptly pledged to the Administrative Agent in accordance with Section 5.14; (o) investments in the form of loans or capital contributions to Xxxx Luotong Metals (GZ) Co., Ltd., a Chinese limited liability company, in an aggregate amount not to exceed $1,200,000 less the amount of any such investments existing as of the date hereof; provided, that, no Loan Party shall make any such loan or capital contribution unless no Default or Event of Default shall exist or have occurred and any Investments be continuing as of the date of such loan or capital contribution and after giving effect thereto; (p) investments received in satisfaction connection with the dispositions of assets permitted by Section 6.05(e) or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss(g); (kq) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k); and (l) Investments Guarantees by the Borrower or any Restricted Subsidiary consisting of the payment Subsidiaries of each Incentive Partnership’s share leases (other than Capital Lease Obligations) or of other obligations of the costs and expenses incurred to drillBorrower or any of its Subsidiaries that do not constitute Indebtedness, complete and operate oil and gas xxxxx located on in each case entered into in the properties covered by the Oil and Gas Interests owned by such Incentive Partnership ordinary course of business that is consistent with past practice; and (r) other investments so long as, after giving effect to the extent set forth on Schedule 7.06(l) and as in effect on making of any such investment, the Effective DatePayment Conditions have been satisfied.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower No Loan Party will, or will not, nor will it permit any of its Restricted Subsidiaries Subsidiary to, purchase, hold or acquire (including pursuant to any merger with withor consolidation with, or as a Division Successor pursuant to the Division of, any Person that was not a wholly owned Restricted Subsidiary prior to such mergermerger or consolidation or Division) any capital stock, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any Person or any assets of any other Person constituting a business unit (all of the foregoing, “Investments”)unit, except: (a) Permitted Investments; (b) Investments Permitted Acquisitions (i) made by any Credit with the understanding that a Loan Party in or to any Credit Party, (ii) made by any Restricted Subsidiary in or may use proceeds of Indebtedness to consummate a Permitted Acquisition so long as such Indebtedness is permitted under the Loan Documents); provided, that all such Permitted Acquisitions of any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Person designated as an Unrestricted Subsidiary in an aggregate amount for at the time of such Permitted Acquisition, when aggregated with all such Investments other Restricted Intercompany Transactions, shall not at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Intercompany Transactions Amount; (c) Investments [Reserved]the LSC Acquisition; (d) loans or advances made by the Borrower or by: (i) a Loan Party to another Loan Party; (ii) a Loan Party to any Restricted Subsidiary pursuant that is not a Loan Party, subject to the commitments set forth on Schedule 7.06(cproviso at the end of this Section 6.04(d); (iii) any non-Loan Party Subsidiary that is a Restricted Subsidiary to a Loan Party; (iv) any non-Loan Party Subsidiary that is a Restricted Subsidiary to any other non-Loan Party Subsidiary that is a Restricted Subsidiary; and (v) any Loan Party or Restricted Subsidiary to any Unrestricted Subsidiary, any Affiliate of any Loan Party or Restricted Subsidiary, or any Person in which a Loan Party or other Restricted Subsidiary owns no more than 50% of the voting Equity Interests thereof, subject to the proviso at the end of this Section 6.04(d); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender. (d) Guarantees constituting Indebtedness permitted by Section 7.01 (other than guarantees in respect of Capital Lease Obligations) and performance guarantees, in each case, incurred in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or all such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business and covered by (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (id)(ii) and (ii) togetherd)(v), $250,000 in the aggregate when aggregated with all other Restricted Intercompany Transactions, shall not at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k); and (l) Investments by the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Date.Intercompany Transactions Amount;

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stock, evidences of Indebtedness or Equity Interests or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments, subject to control agreements in favor of the Lender or otherwise subject to a perfected security interest in favor of the Lender; (b) Investments (i) made by any Credit Party investments in or to any Credit Party, (ii) made by any Restricted Subsidiary existence on the date hereof and described in or to any Credit Party, (iii) made by Section 6.04 of the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Disclosure Certificate; (c) Investments made investments by the Borrower or Borrowers and their Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (A) any Restricted Subsidiary such Equity Interests held by a Loan Party shall be pledged pursuant to the commitments set forth on Schedule 7.06(cSecurity Agreement and (B) the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(d) and outstanding Guarantees permitted under the proviso to Section 6.04(e); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased exceed the Investment Limit at any time outstanding (in each case determined without regard to any write-downs or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.write-offs); (d) loans or advances made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any other Subsidiary, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(c) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed the Investment Limit at any time outstanding (in each case determined without regard to any write-downs or write-offs); (e) Guarantees constituting Indebtedness permitted by Section 7.01 6.01, provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (other than guarantees in respect of Capital Lease Obligationstogether with outstanding investments permitted under clause (B) to the proviso to Section 6.04(c) and performance guarantees, outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(d)) shall not exceed the Investment Limit at any time outstanding (in each casecase determined without regard to any write-downs or write-offs); (f) loans or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, incurred relocation costs and similar purposes up to a maximum of $50,000 at any one time outstanding; (g) notes payable, or stock or other securities, issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together consistent with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g)past practices; (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses investments in the ordinary course form of business and (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at any time outstandingSwap Agreements permitted by Section 6.07; (i) Investments representing investments of any Person existing at the non-cash portion time such Person becomes a Subsidiary of a Borrower or consolidates or merges with a Borrower or any of the consideration received for any Disposition Subsidiaries so long as such investments were not made in contemplation of assets permitted under Section 7.04(j) not to exceed 10% such Person becoming a Subsidiary or of the total consideration received from such Dispositionmerger; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to connection with the extent reasonably necessary in order to prevent or limit loss)disposition of assets permitted by Section 6.05; (k) other Investments by the Borrower investments constituting deposits described in clauses (c) and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (kd) of Section 7.06 (in each case determined based on the cost definition of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k); term “Permitted Encumbrances;” and (l) Investments investments, purchases or acquisitions as may be permitted by the Borrower or terms of any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective DateRider attached hereto.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stock, Equity Interests or evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire make any Acquisition, except as follows (but subject in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all of each case below to the foregoing, “Investments”), except:last paragraph contained in this Section 6.04): (a) Permitted Investments; (b) Investments (i) made by any Credit Party investments in or to any Credit Party, (ii) made by any Restricted Subsidiary existence on the date hereof and described in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Schedule 3.15(b); (c) Investments made investments by the Borrower or and the Subsidiaries in Equity Interests in their respective Subsidiaries that constitute Loan Parties, provided that any Restricted Subsidiary such Equity Interests held by a Loan Party shall be pledged pursuant to the commitments set forth on Schedule 7.06(c)Security Agreement; providedprovided further, that for the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests avoidance of doubt, investments by the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to Subsidiaries in Subsidiaries that are not Loan Parties shall be governed by the Lead Lender.Section 6.04(n); (d) loans or advances made by any Loan Party to any other Loan Party, provided that any such loans and advances shall be evidenced by a promissory note pledged pursuant to the Security Agreement; provided further, for the avoidance of doubt, loans or advances made by any Loan Party to any Subsidiary that is not a Loan Party shall be governed by Section 6.04(n); (e) Guarantees constituting Indebtedness permitted by Section 7.01 (other than guarantees in respect of Capital Lease Obligations) and performance guarantees, in each case, incurred in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate6.01; (f) Investments consisting of Swap Agreements loans or advances made by a Loan Party to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth its employees on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses an arms-length basis in the ordinary course of business consistent with past practices for travel and (ii) other short term loans entertainment expenses, relocation costs and similar purposes up to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, a maximum of $250,000 in the aggregate at any one time outstanding; (g) notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices; (h) investments in the form of Swap Agreements permitted by Section 6.07; (i) Investments representing investments of any Person existing at the non-cash portion time such Person becomes a Subsidiary of the consideration received for Borrower or consolidates or merges with the Borrower or any Disposition Subsidiary (including in connection with a Permitted Acquisition), so long as such investments were not made in contemplation of assets permitted under Section 7.04(j) not to exceed 10% such Person becoming a Subsidiary or of the total consideration received from such Dispositionmerger; (j) demand investments received in connection with the disposition of assets permitted by Section 6.05; (k) investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; (l) investments consisting of any Acquisition of all or substantially all of the assets of a U.S. Person or 100% of the issued and outstanding Equity Interests of a U.S. Person so long as (any investment that satisfies the conditions set forth in this clause (l) is a "Permitted Domestic Acquisition"): (i) after giving effect to the proposed Acquisition as if it occurred on the first day of the most recent relevant financial covenant period, Borrower shall be in pro forma compliance under Section 6.12 with (1) the Total Leverage Ratio projected not to exceed 2.75 to 1.00 solely for purposes of this Section 6.04(l)(i) and (2) the Fixed Charge Coverage Ratio, (ii) all assets (including, without limitation, all Equity Interests of a Person) acquired in connection therewith (other than Excluded Collateral (as defined in the Security Agreement)) shall constitute Collateral in accordance with the terms of the Security Agreement, (iii) the purchase price paid for any such Acquisition does not exceed $25,000,000, (iv) the purchase price paid for all such Acquisitions after the Effective Date when added to the purchase price paid for all Acquisitions after the Effective Date pursuant to Section 6.04(m)(iii) does not exceed $75,000,000 in the aggregate, (v) if the cash purchase price paid for any Acquisition exceeds $10,000,000, the Borrower shall have promptly delivered to Administrative Agent and the Lenders copies of all business and financial institutionsinformation relating to the Acquisition as requested by the Administrative Agent and the Required Lenders, prepaid expenses including pro forma financial statements and extensions cash flow statements, historical audits (if available), a pro forma compliance certificate as to the items set forth in clause (i) above in this definition, and copies of trade credit any letter of intent once executed and all purchase documentation within a reasonable time before the execution thereof, (vi) such Acquisition is not a hostile or contested acquisition; (vii) the business acquired in connection with such Acquisition is not engaged, directly or indirectly, in any line of business other than the businesses in which the Loan Parties are engaged on the Effective Date and any business activities that are substantially similar, related, or incidental thereto and (viii) no Event of Default shall have occurred and be continuing at such time or be caused thereby; (m) investments consisting of any Acquisition of all or substantially all of the assets of a non-U.S. Person or 100% of the issued and outstanding Equity Interests of a non-U.S. Person so long as (any investment that satisfies the conditions set forth in this clause (m) is a "Permitted Foreign Acquisition"): (i) after giving effect to the proposed Acquisition as if it occurred on the first day of the most recent relevant financial covenant period, Borrower shall be in pro forma compliance under Section 6.12 with (1) the Total Leverage Ratio projected not to exceed 2.75 to 1.00 solely for purposes of this Section 6.04(m)(i) and (2) the Fixed Charge Coverage Ratio, (ii) the purchase price paid for any such Acquisition does not exceed $10,000,000 (or such larger amount as may be agreed to in writing by the Administrative Agent and the Required Lenders), (iii) the purchase price paid for all such Acquisitions after the Effective Date does not exceed in the aggregate the lesser of (x) $75,000,000 minus the purchase price for all prior Permitted Domestic Acquisitions and (y) $30,000,000 (or such larger amount as may be agreed to in writing by the Administrative Agent and the Required Lenders), (iv) if the cash purchase price paid for any Acquisition exceeds $10,000,000, the Borrower shall have promptly delivered to Administrative Agent and the Lenders copies of all business and financial information relating to the Acquisition as requested by the Administrative Agent and the Required Lenders, including pro forma financial statements and cash flow statements, historical audits (if available), a pro forma compliance certificate as to the items set forth in clause (i) above in this definition, and copies of any letter of intent once executed and all purchase documentation within a reasonable time before the execution thereof, (v) such Acquisition is not a hostile or contested acquisition; (vi) the business acquired in connection with such Acquisition is not engaged, directly or indirectly, in any line of business other than the businesses in which the Loan Parties are engaged on the Effective Date and any business activities that are substantially similar, related, or incidental thereto and (vii) no Event of Default shall have occurred and be continuing at such time or be caused thereby (n) (i) loans and advances to, and investments in, any Subsidiary that is not a Loan Party in existence on the date hereof and described in Schedule 3.15(n), and (ii) investments in, or loans or advances to, all Subsidiaries that are not Loan Parties that are made after the date hereof for any fiscal quarter for the purpose of funding operating costs of such Subsidiaries in the ordinary course of business (and including for purposes of complying with applicable laws regarding minimum capital requirements) in an aggregate amount in any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors fiscal quarter of the Borrower not to exceed the extent reasonably necessary in order to prevent or limit loss); lesser of (kx) other Investments by ten percent (10%) of EBITDA of the Borrower and its Subsidiaries on a consolidated basis for the Restricted Subsidiaries; provided thatprior fiscal quarter, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause and (ky) ten percent (10%) of Section 7.06 (in each case determined based on the cost Total Assets of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or and its Subsidiaries on a consolidated basis as of the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)end of the prior fiscal quarter; and (lo) Investments by other investments which in the Borrower or aggregate do not exceed $2,500,000 in any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drillfiscal year, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Datewithout duplication.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stockEquity Interests, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments, subject to control agreements in favor of the Administrative Agent for the benefit of the Secured Parties or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties; (b) Investments (i) made by investments in existence on the date hereof and described in Schedule 6.04 and any Credit Party in modification, replacement, reinvestment, renewal or extension thereof to the extent not involving any Credit Party, (ii) made by any Restricted Subsidiary in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000additional net Investment; (c) Investments made investments by Holdings in the Borrower and by the Borrower or and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (i) any Restricted Subsidiary such Equity Interests held by a Loan Party shall be pledged pursuant to the commitments set forth on Schedule 7.06(cSecurity Agreement (subject to the definition of Excluded Assets) and (ii) the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under Section 6.04(d) and outstanding Guarantees permitted under Section 6.04(e); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased exceed $250,000 at any time outstanding (in each case determined without regard to any write-downs or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.write-offs); (d) loans or advances made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any other Subsidiary, provided that (i) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under Section 6.04(c) and outstanding Guarantees permitted under Section 6.04(e)) shall not exceed $250,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (e) Guarantees constituting Indebtedness permitted by Section 7.01 6.01, provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (other than guarantees in respect of Capital Lease Obligationstogether with outstanding investments permitted under clause (ii) to the proviso to Section 6.04(c) and performance guarantees, outstanding intercompany loans permitted under clause (ii) to the proviso to Section 6.04(d)) shall not exceed $250,000 at any time outstanding (in each casecase determined without regard to any write-downs or write-offs); (f) loans or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, incurred relocation costs and similar purposes up to a maximum of $100,000 in the aggregate at any one time outstanding; (g) notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together consistent with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g)past practices; (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses investments in the ordinary course form of business and (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at any time outstandingSwap Agreements permitted by Section 6.07; (i) Investments representing investments of any Person existing at the non-cash portion time such Person becomes a Subsidiary of the consideration received for Borrower or consolidates or merges with the Borrower or any Disposition Subsidiary, so long as such investments were not made in contemplation of assets permitted under Section 7.04(j) not to exceed 10% such Person becoming a Subsidiary or of the total consideration received from such Dispositionmerger; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to connection with the extent reasonably necessary in order to prevent or limit loss)disposition of assets permitted by Section 6.05; (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)Permitted Acquisition; and (l) Investments by the Borrower or any Restricted Subsidiary consisting investments constituting deposits described in clauses (c) and (d) of the payment of each Incentive Partnership’s share definition of the costs term “Permitted Encumbrances”.; (m) the investment evidenced by that certain Secured Promissory Note, dated November 13, 2020, made by Jxxx Xxxxxxx, Mxxxxxx Xxxxxxx and expenses incurred the trustee of the Master and A Hound Irrevocable Trust payable to drill, complete and operate oil and gas xxxxx located on Holdings in the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Date.principal amount of $1,000,000; and

Investments, Loans, Advances, Guarantees and Acquisitions. The Each of STX and the Borrower will not, nor and will it not permit any of its Restricted Subsidiaries subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly wholly-owned Restricted Subsidiary of the Borrower prior to such merger) any capital stock, Equity Interests in or evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all any of the foregoing, an “InvestmentsInvestment”), except: (a) Permitted Investments; (b) Investments investments existing on the Effective Date and set forth on Schedule 6.04; (c) investments by STX, the Borrower and the Subsidiaries in Equity Interests in each other (other than in any SPE Subsidiary), provided that (i) made any such Equity Interests held by any Credit STX, the Borrower or a Subsidiary Loan Party in or shall, to any Credit Partythe extent required by the Collateral and Guarantee Requirement, be pledged pursuant to the applicable Security Document and (ii) no investment may be made pursuant to this clause (c) by a Loan Party in the Equity Interests of a Subsidiary that is not a Loan Party unless such investment is being made in the ordinary course of business of STX, the Borrower and the Subsidiaries; (d) loans or advances (x) made by STX to the Borrower or any Restricted Subsidiary in or to (other than any Credit PartySPE Subsidiary), (iiiy) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at (other than any one time outstanding not to exceed $5,000,000, SPE Subsidiary) and (ivz) made by any Subsidiary to STX, the Borrower or any Restricted other Subsidiary (other than any SPE Subsidiary), provided that (i) any such loans and advances made by STX, the Borrower or a Subsidiary Loan Party shall, to the extent required by the Collateral and Guarantee Requirement, be evidenced by a promissory note and (subject to applicable law) be pledged pursuant to the applicable Security Document and (ii) no loan or advance may be made pursuant to this clause (d) by a Loan Party to a Subsidiary that is not a Loan Party unless such loan or advance is being made in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000the ordinary course of business of STX, the Borrower and the Subsidiaries; (c) Investments made by the Borrower or any Restricted Subsidiary pursuant to the commitments set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender. (de) Guarantees constituting Indebtedness permitted by Section 7.01 6.01 and Guarantees of Permitted Obligations permitted by Section 6.01, provided that no Guarantee may be made pursuant to this clause (other than guarantees e) by any Loan Party of the Indebtedness of any Subsidiary that is not a Loan Party unless such Guarantee is being made in respect the ordinary course of Capital Lease Obligationsbusiness of STX, the Borrower and the Subsidiaries; (f) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and performance guaranteesdisputes with, customers and suppliers, in each case, incurred case in the ordinary course of business; (eg) Investments any investments in or loans to any other Person received as non-cash consideration for sales, transfers, leases and other dispositions permitted by Section 6.05; (h) Guarantees by STX, the Borrower and its Restricted the Subsidiaries that are of leases other than Capital Lease Obligations entered into by any Subsidiary as lessee; (i) customary extensions of credit in the oil nature of accounts receivable or notes receivable in the ordinary course of business; (j) investments in payroll, travel and gas business, (ii) similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (fk) Investments consisting investments in or acquisitions of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as stock, obligations or securities received in settlement of the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses debts created in the ordinary course of business and owing to STX, the Borrower or any Subsidiary or in satisfaction of judgments; (l) investments in the form of Swap Agreements permitted under Section 6.06; (m) investments, loans, advances, guarantees and acquisitions resulting from a foreclosure by STX, the Borrower or any Subsidiary with respect to any secured investment or other transfer of title with respect to any secured investment in default; (n) investments, loans, advances, guarantees and acquisitions the consideration for which consists solely of shares of common stock of STX; (o) investments arising as a result of any Permitted Receivables Financing; (p) other Investments, provided that (i) no Default has occurred and is continuing or would result from any such Investment, (ii) other short in the case of any such Investment in an amount that exceeds $100,000,000, (A) STX is in compliance, on a pro forma basis after giving effect to any such Investment (after giving effect to any reduction in operating expenses permitted to be included for this purpose in the calculation set forth in the definition of the term loans to employees not to exceedConsolidated EBITDA), with respect the covenants contained in Section 6.11 and Section 6.12 recomputed as of the last day of the most recently ended fiscal quarter of STX (or for any fiscal quarter ended on or prior to July 2, 2010, ST) for which financial information is available, as if such Investment (and any related incurrence or repayment of Indebtedness, with any new Indebtedness being deemed to be amortized over the foregoing applicable testing period in accordance with its terms) had occurred on the first day of each relevant period for testing such compliance; and (B) the Administrative Agent shall have received a certificate from a Financial Officer of STX that certifies compliance with clauses (ip)(ii)(A) and (ii) together, $250,000 in the aggregate at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit lossp)(iii); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant relevant financial information for the Person or assets to this be acquired and reasonably detailed calculations demonstrating compliance with the requirement set forth in clause (kii)(A) of Section 7.06 and (in each case determined based on iii) both before and after giving effect to such Investment and any related Borrowing, the cost of such Investment) since the Effective Date, does Liquidity Amount shall not exceed in the aggregate be less than $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)800,000,000; and (lq) Investments by prepayments or advances to vendors or suppliers of semiconductors in connection with any guarantee of supply by, or to fund the Borrower expansion of supply capacity by, such vendor or supplier, in an aggregate amount not to exceed $50,000,000 at any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Dateone time outstanding.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Restricted Subsidiary prior to such merger) any capital stock, evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all of the foregoing, “Investments”), except: (a) Permitted Investments; (b) Investments (i) made by any Credit Party in or to any Credit Party, (ii) made by any Restricted Subsidiary in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000; (c) Investments made by the Borrower or any Restricted Subsidiary pursuant to the commitments in effect on the Fourth Amendment Effective Date set forth on Schedule 7.06(c); provided, provided that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.Administrative Agent; (d) Guarantees constituting Indebtedness permitted by Section 7.01 (other than guarantees Guarantees in respect of Capital Lease Obligations) and performance guarantees, in each case, case incurred in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business and (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of any assets permitted under Section 7.04(j) 7.04, not to exceed 10% of the total consideration received from for such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k); and (l) Investments by the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Fourth Amendment Effective Date.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Restatement Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stock, evidences of Indebtedness or other securities Equity Interests (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of assets, merger or otherwise) (the each of the foregoing, an “InvestmentsInvestment”), except: (a) Permitted Investments; (b) Investments (i) made by any Credit Party in or to any Credit Party, (ii) made by any Restricted Subsidiary existence on the date hereofAmendment No. 2 Effective Date and described in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Schedule 6.04; (c) Investments made by the Borrower or Borrowers and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (A) any Restricted Subsidiary such Equity Interests held by a Loan Party shall be pledged pursuant to the commitments set forth on Schedule 7.06(cSecurity Agreement (subject to the limitations applicable to Equity Interests of a Foreign Subsidiary referred to in Section 5.12) and (B) the aggregate amount of Investments by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(d) and outstanding Guarantees permitted under the proviso to Section 6.04(e); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased exceed $5,000,000 at any time outstanding (in each case determined without regard to any write-downs or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.write-offs); (d) loans or advances made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any other Subsidiary, provided that (A) any such loans and advances made by a Loan Party to a Subsidiary that is not a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(c) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $5,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (e) Guarantees constituting Indebtedness permitted by Section 7.01 6.01, provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (other than guarantees in respect of Capital Lease Obligationstogether with outstanding investments permitted under clause (B) to the proviso to Section 6.04(c) and performance guarantees, outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(d)) shall not exceed $5,000,000 at any time outstanding (in each casecase determined without regard to any write-downs or write-offs); (f) Permitted Acquisitions; (g) loans or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, incurred relocation costs and similar purposes up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (h) notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices; (ei) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to of Swap Agreements permitted by Section 7.04(b), $10,000,000 in the aggregate6.07; (fj) Investments consisting of Swap Agreements to any Person existing at the extent permitted under Section 7.07time such Person becomes a Subsidiary of a Borrower or consolidates or merges with a Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such Investments were not made in contemplation of such Person becoming a Subsidiary or of such merger; (gk) Investments existing as received in connection with the disposition of the date hereof and set forth on Schedule 7.06(g)assets permitted by Section 6.05; (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business and (iil) other short term loans to employees Investments not to exceed, with respect to the foregoing clauses (i) and (ii) together, exceed $250,000 1,000,000 in the aggregate at any time outstanding; (im) Investments representing the non-cash portion constituting deposits described in clauses (c) and (d) of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% definition of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)term “Permitted Encumbrances”; and (ln) Investments by constituting Banking Services Obligations. For the Borrower or any Restricted Subsidiary consisting avoidance of doubt, Investments in the payment Parent and certain of each Incentive Partnership’s share of the costs and expenses incurred its Subsidiaries shall be subject to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective DateSection 6.09(b).

Investments, Loans, Advances, Guarantees and Acquisitions. The Such Borrower will not, nor and will it not permit any of its Restricted Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly wholly-owned Restricted Subsidiary prior to such merger) any capital stock, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) make any assets of any other Person constituting a business unit (all of the foregoing, “Investments”)Acquisition, except: (a) Permitted Investments; (b) Investments investments by the Borrowers in the capital stock of their respective Subsidiaries on the Effective Date and other investments existing on the Effective Date and described on Schedule 6.04; (c) investments or loans and advances made after the Effective Date (i) made by any Credit Loan Party in or to any Credit other Loan Party, (ii) made by any Restricted Non-Guarantor Subsidiary in or to any Credit Loan Party, (iii) made by the Borrower or any Restricted Non-Guarantor Subsidiary in or to any Unrestricted other Non-Guarantor Subsidiary and (iv) by any Loan Party in any Non-Guarantor Subsidiary in an aggregate amount for all such Investments at any one time outstanding, together with the amount of outstanding mergers or Acquisitions of or by Non-Guarantor Subsidiaries (that do not otherwise become a Guarantor in the period provided for under Section 5.10) pursuant to Section 6.04(e), not to exceed $30,000,000; (d) Guarantees and Hedge Agreements constituting Indebtedness permitted by Section 6.01; and (e) any merger or Acquisition (which in the case of a Limited Condition Acquisition, shall be subject to Section 1.07) if (i) such merger involves any Borrower, such Borrower shall be the surviving or continuing corporation thereof, (ii) immediately before and after giving effect such merger or Acquisition, no Event of Default or Unmatured Default shall exist or shall have occurred and be continuing and the representations and warranties contained in Article III and in the other Loan Documents shall be true and correct on and as of the date thereof (both before and after such merger or Acquisition is consummated) as if made on the date such merger or Acquisition is consummated, (iii) at least 10 Business Days’ prior to the consummation of such merger or Acquisition (or such shorter period agreed to by the Administrative Agent), the Borrowers shall have provided to the Administrative Agent a certificate of the Chief Financial Officer or Treasurer of the Company (attaching pro forma computations acceptable to the Administrative Agent to demonstrate compliance with all financial covenants hereunder, and a pro forma Leverage Ratio of not more than 0.25 to 1.00 less than the maximum permitted Leverage Ratio pursuant to Section 6.13(a) (after giving effect to any Leverage Ratio Increase then in effect or elected in connection therewith)), each stating that such merger or Acquisition complies with this Section 6.04(e), all laws and regulations and that any other conditions under this Agreement relating to such transaction have been satisfied, and such certificate shall contain such other information and certifications as requested by the Administrative Agent and be in form and substance satisfactory to the Administrative Agent, (iv) at least 10 Business Days’ prior to the consummation of such merger or Acquisition (or such shorter period agreed to by the Administrative Agent), the Borrowers shall have delivered all acquisition documents and other agreements and documents relating to such merger or Acquisition, and the Administrative Agent shall have completed a satisfactory review thereof and completed such other due diligence satisfactory to the Administrative Agent, (v) the Borrowers shall, at least 10 Business Days prior to the consummation of merger or Acquisition (or such shorter period agreed to by the Administrative Agent), provide such other certificates and documents as requested by the Administrative Agent, in form and substance satisfactory to the Administrative Agent, (vi) the target of such merger or Acquisition is in a line of business permitted under Section 6.10, and (vii) such merger or Acquisition is not opposed by the board of directors (or similar governing body) of the selling person or the person whose equity interests are to be acquired, unless the Administrative Agent consents to such merger or Acquisition; provided that the aggregate amount of mergers or Acquisitions of or by Non-Guarantor Subsidiaries (that do not otherwise become a Guarantor in the period provided for under Section 5.10) at any time outstanding, together with the amount of outstanding investments made pursuant to Section 6.04(c)(iv), shall not exceed $30,000,000; (f) investments in the form of Restricted Payments permitted pursuant to Section 6.06; (g) investments not otherwise permitted pursuant to this Section in an aggregate amount at any time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000; (c) Investments made by the Borrower or any Restricted Subsidiary pursuant to the commitments set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests greater of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender. (d) Guarantees constituting Indebtedness permitted by Section 7.01 (other than guarantees in respect of Capital Lease Obligations) and performance guarantees, in each case, incurred in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil $50,000,000 and gas business, (ii) made in the ordinary course ten percent (10%) of consolidated total assets of the Borrower’s or such Restricted Subsidiary’s business, Borrowers and (iii) made in their Subsidiaries as of the form of, or most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptableto Section 5.01; provided that Investments made in the form ofimmediately before and immediately after giving pro forma effect to any such investments, no Unmatured Default or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements Event of Default shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof have occurred and set forth on Schedule 7.06(g);be continuing; and (h) Investments consisting of investments so long as (i) loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course no Unmatured Default or Event of business Default exists or would result after giving effect thereto and (ii) other short term loans the Leverage Ratio would not exceed 3.00 to employees not 1.00 after giving effect to exceed, with respect to the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business investment (and any Investments received Indebtedness incurred in satisfaction or partial satisfaction thereof from financially troubled account debtors connection therewith) on a pro forma basis as of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.01. For purposes of determining the extent reasonably necessary in order amount of any investment outstanding for purposes of this Section 6.04, such amount shall be deemed to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, be the amount of such Investmentinvestment when made, together with all other Investments made pursuant to this clause purchased or acquired (k) of Section 7.06 (without adjustment for subsequent increases or decreases in each case determined based on the cost value of such Investmentinvestment) since less any amount realized in respect of such investment upon the Effective Datesale, does collection or return of capital (not to exceed in the aggregate $5,000,000 plus the original amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(kinvested); and (l) Investments by the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Date.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries to, Subsidiary to purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stock, evidences of Indebtedness or Equity Interests or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (ai) Permitted InvestmentsCash Equivalents, subject to control agreements in favor of the Lender or otherwise subject to a perfected security interest in favor of the Lender; (bj) Investments investments in existence on the date hereof and described in Schedule 6.04; (k) investments by Loan Parties in other Loan Parties; (l) intercompany loans, Guarantees and advances by or from any Loan Party to any other Loan party to the extent permitted under Section 6.01; (m) intercompany loans, Guarantees and advances made or entered into after the Effective Date by or from any Loan Party to any Subsidiary that is not a Loan Party, provided that (i) made by no proceeds of Revolving Loans shall be used to fund any Credit Party in such intercompany loans or to any Credit Partyadvances, (ii) made by any Restricted Subsidiary in such intercompany loan, Guarantee or to any Credit Partyadvance shall be permitted under the Term Loan Documents, and (iii) no such intercompany loan, Guarantee or advance shall be made or entered into unless (x) at the time of and after giving effect to the making of such intercompany loan, Guarantee or advance, no Default or Event of Default shall have occurred and be continuing, and (y) (1) during the period of ninety consecutive days prior to the making of such intercompany loan, Guarantee or advance and (2) immediately after giving effect to such intercompany loan, Guarantee or advance, Available Liquidity shall equal or exceed $10,000,000; (n) licenses of Intellectual Property by Foreign Subsidiaries to the Borrower or any Domestic Subsidiary in exchange for customary royalty payments thereon in the ordinary course of business; AM 27446811.10 71 (o) Investments consistent with past practice for the purposes of reimbursing payroll, rent, insurance and other ordinary course operating expenses of current and future Foreign Subsidiaries that do not conduct, transact or otherwise engage in any business or operations other than the provision of services to or on behalf of the Borrower and its Subsidiaries; (p) Investments consisting of obligations of one or more officers or other employees of Holdings or its Subsidiaries to Holdings or its Subsidiaries in connection with such officers’ or employees’ acquisition of Equity Interests in Holdings, so long as no cash is actually advanced by Holdings or any of its Subsidiaries to such officers or employees in connection with the acquisition of any such obligations; (q) loans or advances made by the Loan Parties to employees on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $500,000 in the aggregate at any one time outstanding; (r) promissory notes and other noncash consideration received by the Borrower or its Subsidiaries in connection with any Restricted Subsidiary asset sale permitted by Section 6.05; (s) Permitted Acquisitions and other investments (including investments by Loan Parties in or to any Unrestricted Subsidiary Foreign Subsidiaries and in an other Subsidiaries that are not Guarantors) made after the Effective Date, provided that (i) the aggregate amount for of proceeds of Revolving Loans used to fund all such Investments at any one time outstanding Permitted Acquisitions and other investments made after the Effective Date shall not to exceed $5,000,0002,500,000, (ii) such Permitted Acquisition or investment shall be permitted under the Term Loan Documents, and (iviii) made no such Permitted Acquisition shall be consummated, and no such investment shall be made, unless (x) at the time of and after giving effect to such Permitted Acquisition or investment, no Default or Event of Default shall have occurred and be continuing, and (y) (1) during the period of ninety consecutive days prior to the consummation of such Permitted Acquisition or the making of such investment and (2) immediately after giving effect to the consummation of such Permitted Acquisition and the making of such investment, Available Liquidity shall equal or exceed $10,000,000; (t) investments by the Borrower and its Subsidiaries in connection with the workout, bankruptcy or any Restricted Subsidiary in reorganization of, or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000; (c) Investments made by the Borrower or any Restricted Subsidiary pursuant to the commitments set forth on Schedule 7.06(c); providedsettlement of delinquent accounts and disputes with, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, customers and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender. (d) Guarantees constituting Indebtedness permitted by Section 7.01 (other than guarantees in respect of Capital Lease Obligations) and performance guaranteessuppliers, in each case, incurred case in the ordinary course of business; (eu) Investments investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil consisting of lease, utility and gas business, (ii) made other deposits or advances in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (fv) Investments investments by the Borrower and its Subsidiaries consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as extensions of the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses credit in the ordinary course nature of business and (ii) other short term loans to employees not to exceed, with respect to accounts receivable or notes receivable arising from the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions grant of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss)business; (kw) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed investments in the aggregate $5,000,000 plus form of Swap Agreements permitted by Section 6.07; (x) investments in the amount ordinary course of dividends, distributions and returns of capital, in each case, business consisting of endorsements for collection or deposit; (y) investments consisting of advances of payroll payments to employees in the ordinary course of business; and AM 27446811.10 72 (z) advances in the form of a cash deposit or prepayment of expenses to vendors, suppliers and cash equivalents, received by trade creditors so long as such deposits are made and such expenses are incurred in the ordinary course of business of the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k); and (l) Investments by the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Dateits Subsidiaries.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stockEquity Interests, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments, subject to control agreements in favor of the Administrative Agent for the benefit of the Secured Parties or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties; (b) Investments (i) made by any Credit Party investments in or to any Credit Party, (ii) made by any Restricted Subsidiary existence on the date hereof and described in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Schedule 6.04; (c) Investments made so long as there exists no Default both before and immediately after making any such investment, investments by the Borrower or and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (i) any Restricted Subsidiary such Equity Interests held by a Loan Party shall be pledged pursuant to the commitments set forth on Schedule 7.06(cSecurity Agreement (subject to the limitations applicable to Equity Interests of a Foreign Subsidiary referred to in Section 5.13) and (ii) the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under Section 6.04(d) and outstanding Guarantees permitted under Section 6.04(e); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased exceed $2,000,000 at any time outstanding (in each case determined without regard to any write-downs or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.write-offs); (d) loans or advances made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any other Subsidiary, provided that (i) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreement, (ii) there exists no Default both before and immediately after making any such loan or advance and (iii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under Section 6.04(c) and outstanding Guarantees permitted under Section 6.04(e)) shall not exceed $2,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (e) Guarantees constituting Indebtedness permitted by Section 7.01 6.01, provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (other than guarantees in respect of Capital Lease Obligationstogether with outstanding investments permitted under clause (ii) to the proviso to Section 6.04(c) and performance guaranteesoutstanding intercompany loans permitted under clause (ii) to the proviso to Section 6.04(d)) Credit Agreement, Page 71 shall not exceed $2,000,000 at any time outstanding (in each casecase determined without regard to any write-downs or write-offs); (f) notes payable, incurred or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together consistent with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07past practices; (g) Investments investments of any Person existing as at the time such Person becomes a Subsidiary of the date hereof and set forth on Schedule 7.06(gBorrower or consolidates or merges with the Borrower or any Subsidiary (including in connection with a Permitted Acquisition), so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such merger; (h) Investments consisting investments received in connection with the disposition of assets permitted by Section 6.05; (i) investments constituting deposits described in clauses (c) and (d) of the definition of the term "Permitted Encumbrances"; (j) so long as there exists no Default both before and immediately after giving effect to such Acquisition, Permitted Acquisitions; (k) subject to applicable laws, loans and or advances to employees for moving, entertainment, travel and other similar expenses of the Borrower or any Subsidiary in the ordinary course of business for travel, relocation and (ii) other short term related expenses; provided, that the aggregate amount of all such loans to employees and advances does not to exceed, with respect to the foregoing clauses (i) and (ii) together, exceed $250,000 100,000 in the aggregate at any time outstanding; (il) Investments representing the non-investments in deposit accounts and securities accounts solely for cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit opened in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss)business; (km) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, investments consisting of cash and cash equivalents, received by the Borrower xxxx xxxxxxx money deposits in connection with a Permitted Acquisition or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)other investment permitted hereunder; and (ln) Investments by the Borrower or so long as there exists no Default both before and immediately after making any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred such investment, investments not otherwise permitted pursuant to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership this Section 6.04 in an aggregate amount not to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Dateexceed $5,000,000 at any time outstanding.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower No Loan Party will notform any subsidiary after the Effective Date, nor will it permit any of its Restricted Subsidiaries to, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stockEquity Interests, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments, subject to control agreements in favor of the Administrative Agent for the benefit of the Secured Parties or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties; (b) Investments (i) made by any Credit Party investments in or to any Credit Party, (ii) made by any Restricted Subsidiary existence on the date hereof and described in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Schedule 6.04; (c) Investments made investments by the Borrower or any Restricted Subsidiary Loan Party in Equity Interests in other Loan Parties, provided that any such Equity Interests held by a Loan Party shall be pledged pursuant to the commitments set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse a Security Agreement (subject to the interests limitations applicable to Equity Interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented a foreign Subsidiary referred to by the Lead Lender.in Section 5.13); (d) loans or advances made by any Loan Party to any other Loan Party, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to a Security Agreement; (e) Guarantees constituting Indebtedness permitted by Section 7.01 6.01; (f) notes payable, or stock or other than guarantees in securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of Capital Lease Obligations) and performance guarantees, in each case, incurred such Account Debtor’s Accounts in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together consistent with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07past practices; (g) Investments existing as investments in the form of the date hereof and set forth on Schedule 7.06(g)Swap Agreements permitted by Section 6.07; (h) Investments consisting investments received in connection with the disposition of assets permitted by Section 6.05; (i) loans and or advances made by a Loan Party to its employees for moving, entertainment, travel and other similar expenses on an arms-length basis in the ordinary course of business for travel and (ii) other short term loans entertainment expenses, relocation costs and similar purposes up to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, a maximum of $250,000 in the aggregate at any one time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (payments under any Approved Management Agreement and any Investments received other agreement referenced in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss);Section 6.14(b) hereof, and (k) other Investments by the Borrower investments constituting deposits described in clauses (c) and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (kd) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k); and (l) Investments by the Borrower or any Restricted Subsidiary consisting definition of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Dateterm “Permitted Encumbrances.”

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly Loan Party and a wholly-owned Restricted Subsidiary prior to such merger) any capital stockEquity Interests in or of, or evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments, subject to control agreements in favor of the Administrative Agent for the benefit of the Secured Parties or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties; (b) Investments (i) made by any Credit Party investments in or to any Credit Party, (ii) made by any Restricted Subsidiary existence on the date hereof and described in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Schedule 6.04; (c) Investments investments by Holdings and Manager in the Borrower, by the Manager in Potbelly Franchising, and by the Borrower in Equity Interests of its Subsidiaries, provided that (i) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Security Agreement and (ii) the aggregate amount of investments made or incurred after the Effective Date (including any outstanding intercompany loans and outstanding Guarantees) by Loan Parties in Subsidiaries (including any Permitted J/V’s) that are not wholly-owned directly or indirectly by Borrower shall not exceed $20,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (d) loans or advances made by the Borrower to any wholly-owned Subsidiary that is a Loan Party and made by any Subsidiary to the Borrower or any Restricted other wholly-owned Subsidiary that is a Loan Party; provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the commitments set forth Security Agreement; (e) Indebtedness permitted by Section 6.01; (f) loans or advances made by a Loan Party to its employees on Schedule 7.06(c); providedan arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, that relocation costs and similar purposes up to a maximum of $100,000 in the Borrower’s aggregate at any one time outstanding; (g) subject to Sections 4.2(a) and 4.4 of the Security Agreement, notes payable, or stock or other securities issued by any Restricted Subsidiary’s commitments set forth Person obligated on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse an account receivable to the interests Borrower pursuant to negotiated agreements with respect to settlement of such account receivable in the ordinary course of business, consistent with past practices; (h) investments in newly formed Subsidiaries that become Loan Guarantors; (i) investments in the form of Swap Agreements permitted by Section 6.07; (j) investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such merger; (dk) Guarantees constituting Indebtedness investments received in connection with the dispositions of assets permitted by Section 7.01 6.05; (other than guarantees l) investments received in respect connection with the bankruptcy or reorganization of, or settlement of Capital Lease Obligations) delinquent accounts and performance guaranteesdisputes with, account debtors, customers and suppliers, in each case, incurred case in the ordinary course of business; (em) Investments other investments, loans, advances or Guarantees by the Borrower and or any of its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business and (ii) other short term loans to employees an aggregate amount not to exceed, with respect to exceed the foregoing clauses (i) and (ii) together, $250,000 in the aggregate Threshold Amount at any time outstanding; (in) Investments representing the non-cash portion investments constituting deposits described in clauses (c) and (d) of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% definition of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)term “Permitted Encumbrances”; and (lo) Investments by the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective DatePermitted Acquisitions.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stock, evidences of Indebtedness or Equity Interests or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments; (b) Investments (i) made by any Credit Party investments in or to any Credit Party, (ii) made by any Restricted Subsidiary existence on the date hereof and described in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Schedule 6.04; (c) Investments made investments by the Borrower or Borrowers and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (i) any Restricted Subsidiary such Equity Interests held by a Loan Party shall be pledged pursuant to the commitments set forth on Schedule 7.06(cSecurity Agreement (subject to the limitations applicable to Equity Interests of a Foreign Subsidiary referred to in Section 5.14) and (ii) the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (ii) to the proviso to Section 6.04(d) and outstanding Guarantees permitted under the proviso to Section 6.04(e); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased exceed $5,000,000 at any time outstanding (in each case determined without regard to any write-downs or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.write-offs); (d) loans or advances made by any Loan Party to any Subsidiary and made by any Subsidiary (other than a Foreign Subsidiary) to a Loan Party or any other Subsidiary, provided that (i) any such loans and advances made by a Loan Party shall be evidenced by a promissory note and pledged pursuant to the Security Agreement, (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (ii) to the proviso to Section 6.04(c) and outstanding Guarantees permitted under the proviso to Section 6.04(e)) shall not exceed $5,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs) and (iii) with respect to any Indebtedness owing by a Loan Party to any Subsidiary arising pursuant to such loans or advances (x) such Indebtedness shall be subject to, and subordinate in right of payment to, the right of the Administrative Agent and Lenders to receive the prior final payment and satisfaction in full of all of the Obligations on terms and conditions acceptable to the Administrative Agent, (y) promptly upon the Administrative Agent's request, the Administrative Agent shall have received a subordination agreement, in form and substance satisfactory to the Administrative Agent, providing for the terms of the subordination in right of payment of such Indebtedness of such Loan Party to the prior final payment and satisfaction in full of all of the Obligations, duly authorized, executed and delivered by such Subsidiary and such Loan Party, and (z) such Loan Party shall not, directly or indirectly make, or be required to make, any payments in respect of such Indebtedness prior to the end of the then current term of this Agreement, except (A) for payments of regularly scheduled interest in respect thereof as in effect on the date of any such loan and (B) for payments of principal in respect of the Indebtedness arising pursuant to such loans, provided, that, as to any such payment, each of the following conditions is satisfied: (1) the Administrative Agent shall have received not less than two (2) Business Days' prior written notice with respect to any such payment, (2) as of the date of any such payment and after giving effect thereto, Availability shall be not less than an amount equal to fifteen (15%) percent of the Revolving Commitments and (3) as of the date of any such payment and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; (e) Guarantees constituting Indebtedness permitted by Section 7.01 6.01, provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (other than guarantees in respect of Capital Lease Obligationstogether with outstanding investments permitted under clause (ii) to the proviso to Section 6.04(c) and performance guarantees, outstanding intercompany loans permitted under clause (ii) to the proviso to Section 6.04(d)) shall not exceed $5,000,000 at any time outstanding (in each casecase determined without regard to any write-downs or write-offs); (f) loans or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past practices for reasonable travel and entertainment expenses, incurred relocation costs (including home mortgage financing for relocated employees) and similar purposes up to a maximum of $1,000,000 in the aggregate at any one time outstanding; (g) notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor's Accounts in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together consistent with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g)past practices; (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses investments in the ordinary course form of business and (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at any time outstandingSwap Agreements permitted by Section 6.07; (i) Investments representing investments of any Person existing at the non-cash portion time such Person becomes a Subsidiary of a Borrower or consolidates or merges with a Borrower or any of the consideration received for any Disposition Subsidiaries (including in connection with a permitted acquisition) so long as such investments were not made in contemplation of assets permitted under Section 7.04(j) not to exceed 10% such Person becoming a Subsidiary or of the total consideration received from such Dispositionmerger; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss)connection with Dispositions permitted by Section 6.05; (k) other Investments by investments constituting deposits described in clauses (c) and (d) of the Borrower and definition of the Restricted Subsidiariesterm "Permitted Encumbrances"; (l) stock or obligations issued to any Loan Party in respect of Indebtedness of such Person owing to any Loan Party in connection with the insolvency, bankruptcy, receivership or reorganization of such Person or a composition or readjustment of the debts of such Person or in connection with the settlement of disputes or trade payables; provided provided, that, on to the date extent that the original of any such Investment stock or instrument evidencing such obligations (if any) is madeissued or payable to such Loan Party, it shall be promptly delivered to the amount of such InvestmentAdministrative Agent, upon the Administrative Agent's request, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Datestock power, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received assignment or endorsement by the such Borrower or such other Person as the applicable Restricted Subsidiary Administrative Agent may request; (m) obligations of account debtors to any Loan Party or any of its Subsidiaries arising from Investments Accounts which are past due whether or not evidenced by a promissory note made under this Section 7.06(k)by such account debtor payable to such Loan Party or such Subsidiary; provided, that, promptly upon the receipt of the original of any such promissory note by such Loan Party, such promissory note shall be endorsed to the order of the Administrative Agent by such Loan Party and promptly delivered to the Administrative Agent as so endorsed; (n) Permitted Acquisitions; and (lo) other Investments by (other than Permitted Acquisitions) so long as immediately before and after giving effect to any such Investments, the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective DatePayment Conditions are satisfied.

Investments, Loans, Advances, Guarantees and Acquisitions. The Each Borrower will not, nor and will it not permit any of its Restricted Subsidiaries subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Restricted Subsidiary prior to such merger) any capital stock, evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all of the foregoing, “Investments”)unit, except: (a) Permitted Investments; (b) Investments (i) made by any Credit Party in or to any Credit Party, (ii) made by any Restricted Subsidiary in or to any Credit Party, (iii) made loans and advances by the Borrower Company or any Restricted Subsidiary in to the Company or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000Guarantor, and (iv) made purchases or other acquisitions by the Borrower Company or any Restricted Subsidiary in or to Guarantor of the capital stock of any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Guarantor; (c) Investments made loans and advances by the Borrower any Loan Party to any wholly-owned Foreign Subsidiary (or any Restricted wholly-owned Domestic Subsidiary pursuant to that is not a Guarantor), purchases or other acquisitions by any Loan Party of the commitments set forth on Schedule 7.06(ccapital stock of any wholly-owned Foreign Subsidiary (or any wholly-owned Domestic Subsidiary that is not a Guarantor) and Guarantees by any Loan Party of Indebtedness or other obligations of any wholly-owned Foreign Subsidiary (or any wholly-owned Domestic Subsidiary that is not a Guarantor); providedprovided that both before and after giving effect to any such loan, that advance, purchase, acquisition or guarantee the Borrower’s or any Restricted Subsidiary’s commitments set forth Total Adjusted Leverage Ratio would not exceed on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests a pro forma basis as of the Borrower or last day of the most recently-ended fiscal quarter (A) 2.75 to 1.00, in the case of the fiscal quarters ending June 30, March 31 and December 31 of any of its Restricted Subsidiaries, on the one handfiscal year, and (B) 3.25 to 1.00, in the Lenders, on case of the other hand, unless otherwise consented to by the Lead Lender.fiscal quarter ending September 30 of any fiscal year; (d) (i) loans and advances by any non-Loan Party to the Company or any Subsidiary of the Company, (ii) purchases or other acquisitions by any non-Loan Party of the capital stock of any non-Loan Party or of a Designated Borrower, (iii) Guarantees by any non-Loan Party of the Indebtedness or other obligations of any non-Loan Party or of a Designated Borrower and (iv) loans and advances by any Foreign Subsidiary located in China to any banking institution located in China, so long as (x) such banking institution makes a loan in such amount to any other Foreign Subsidiary located in China and (y) such banking institution is required to repay such loan or advance to the Foreign Subsidiary making such loan or advance using the proceeds of any payment received by such banking institution from such other recipient Foreign Subsidiary located in China; (e) Guarantees constituting Indebtedness permitted by clauses (l), (o) or (p) of Section 7.01 6.01; (other than guarantees f) advances, loans or Guarantees by the Company or any Subsidiary made in respect connection with the transactions permitted by clause (k) of Capital Lease ObligationsSection 6.01; (g) Permitted Acquisitions; (h) to the extent permitted by Governmental Authorities, loans and performance guarantees, in each case, incurred advances made by the Company and its Subsidiaries to their respective officers and employees in the ordinary course of businessbusiness so long as the aggregate outstanding principal amount thereof does not exceed $5,000,000 at any time; (ei) Investments by the Borrower and its Restricted Subsidiaries that are (including debt obligations) received in connection with (i) customary the bankruptcy or reorganization of suppliers and customers and in the oil and gas business, (ii) made in the ordinary course good faith settlement of the Borrower’s or such Restricted Subsidiary’s businessdelinquent obligations of, and (iii) made in the form ofother disputes with, or pursuant to, oil, gas customers and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses suppliers arising in the ordinary course of business and (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition6.03; (j) demand deposits with financial institutions, prepaid expenses existing Investments not otherwise permitted under this Agreement and extensions of trade credit described in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss)Schedule 6.04 hereto; (k) capital contributions to DBT and Deckers Shanghai in an aggregate amount not to exceed $40,000,000 after August 10, 2012; (l) loans and advances by any Loan Party to any non-wholly-owned Foreign Subsidiary or non-wholly-owned Domestic Subsidiary, purchases or other Investments acquisitions by any Loan Party of the Borrower capital stock of any non-wholly-owned Foreign Subsidiary or non-wholly-owned Domestic Subsidiary and Guarantees by any Loan Party of Indebtedness or other obligations of any non-wholly-owned Foreign Subsidiary or non-wholly-owned Domestic Subsidiary in an aggregate amount after the Restricted SubsidiariesEffective Date not to exceed the greater of (i) $50,000,000 and (ii) 5.0% of Consolidated Tangible Net Assets based on the most recent consolidated financial statements of the Company delivered under Section 5.01 of this Agreement or under Section 5.01 of the Existing Credit Agreement; provided that, on for the date any such Investment is madeavoidance of doubt, the amount an investment shall not be deemed in breach of such Investment, together with all other Investments made pursuant to this clause (kl) solely as a result of Section 7.06 (a decline in each case determined based on the cost of Consolidated Tangible Net Assets if such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)Investment was permitted when made; and (lm) Investments by other investments, loans, advances or Guarantees not to exceed $35,000,000 in the Borrower or aggregate after the Effective Date so long as both before and after giving effect to any Restricted Subsidiary consisting such transaction, (i) the Company would be in compliance with Section 6.10 on a pro forma basis and (ii) the Company and its Subsidiaries on a consolidated basis would have an aggregate amount of cash and unused borrowing availability under the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership Commitments (to the extent set forth that any such potential borrowing would not cause the Company to be in breach of Section 6.10(a) on Schedule 7.06(la pro forma basis) and as in effect on the Effective Dateof not less than $75,000,000.

Investments, Loans, Advances, Guarantees and Acquisitions. The Each of STX and the Borrower will not, nor and will it not permit any of its Restricted Subsidiaries subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly wholly-owned Restricted Subsidiary of the Borrower prior to such merger) any capital stock, Equity Interests in or evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all any of the foregoing, an “InvestmentsInvestment”), except: (a) Permitted Investments; (b) Investments investments existing on the Effective Date and set forth on Schedule 6.04; (ic) investments by STX, the Borrower and the Subsidiaries in Equity Interests in each other, provided that no investment may be made pursuant to this clause (c) by a Loan Party in the Equity Interests of a Subsidiary that is not a Loan Party unless such investment is being made in the ordinary course of business of STX, the Borrower and the Subsidiaries; (d) loans or advances (x) made by STX to the Borrower or any Credit Party in or to any Credit PartySubsidiary, (ii) made by any Restricted Subsidiary in or to any Credit Party, (iiiy) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (ivz) made by any Subsidiary to STX, the Borrower or any Restricted Subsidiary other Subsidiary, provided that no loan or advance in or to any Nonexcess of 100 4145-Material Restricted Subsidiary 1594-0167.14145-1594-0167.7 $15,000,000 in an the aggregate amount for all such Investments at any one time outstanding loans or advances may be made pursuant to this clause (d) by a Loan Party to a Subsidiary that is not to exceed $1,000,000a Loan Party unless such loan or advance is being made in the ordinary course of business of STX, the Borrower and the Subsidiaries; (c) Investments made by the Borrower or any Restricted Subsidiary pursuant to the commitments set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender. (de) Guarantees constituting Indebtedness permitted by Section 7.01 6.01 and Guarantees of Permitted Obligations permitted by Section 6.01, provided that no Guarantee (of other than guarantees in respect of Capital Lease the Obligations) in excess of $15,000,000 in the aggregate for all Guarantees constituting Indebtedness may be made pursuant to this clause (e) by any Loan Party of the Indebtedness of any Subsidiary that is not a Loan Party unless such Guarantee is being made in the ordinary course of business of STX, the Borrower and performance guaranteesthe Subsidiaries; (f) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case, incurred case in the ordinary course of business; (eg) Investments any investments in or loans to any other Person received as non-cash consideration for sales, transfers, leases and other dispositions permitted by Section 6.05; (h) Guarantees by STX, the Borrower and its Restricted the Subsidiaries that are of leases other than Capital Lease Obligations entered into by any Subsidiary as lessee; (i) customary extensions of credit in the oil nature of accounts receivable or notes receivable in the ordinary course of business; (j) investments in payroll, travel and gas business, (ii) similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (fk) Investments consisting investments in or acquisitions of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as stock, obligations or securities received in settlement of the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses debts created in the ordinary course of business and (ii) other short term loans owing to employees not to exceedSTX, with respect to the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (k) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted any Subsidiary from Investments made under this Section 7.06(k); andor in satisfaction of judgments; (l) Investments investments in the form of Swap Agreements permitted under Section 6.06; (m) investments, loans, advances, guarantees and acquisitions resulting from a foreclosure by STX, the Borrower or any Restricted Subsidiary consisting with respect to any secured investment or other transfer of title with respect to any secured investment in default; (n) investments, loans, advances, guarantees and acquisitions the consideration for which consists solely of shares of common stock of STX; (o) investments arising as a result of any Permitted Receivables Factoring; (p) other Investments, provided that (i) no Default has occurred and is continuing or would result from any such Investment, (ii) in the case of any such Investment in an amount that exceeds $100,000,000, (A) STX is in compliance, on a pro forma basis after 101 4145-1594-0167.14145-1594-0167.7 giving effect to any such Investment (after giving effect to any reduction in operating expenses permitted to be included for this purpose in the calculation set forth in the definition of the payment of each Incentive Partnership’s share of term Consolidated EBITDA), with the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as covenants contained in effect on the Effective Date.Section

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries to, Subsidiary to (i) purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stock, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, (ii) make or permit to exist any loans or advances to, (iii) Guarantee any Indebtedness obligations of, or (iv) make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all of the foregoingitems described in the foregoing clauses (i), (ii), (iii) and (iv) are referred to as “Investments”), except: (a) Permitted Investments; (b) Investments in existence on the date of this Agreement and described in Schedule 6.04; (i) made Investments by (A) any Credit Loan Party in or to any Credit other Loan Party (other than a Non-Opinion Party); and (B) any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party, and (ii) made by any Restricted Subsidiary in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Permitted Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Loan Party Investments; (c) Investments made by the Borrower or any Restricted Subsidiary pursuant to the commitments set forth on Schedule 7.06(c); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender. (d) Guarantees constituting Indebtedness permitted by Section 7.01 (other than guarantees in respect of Capital Lease Obligations) and performance guarantees, in each case, incurred in the ordinary course of business6.01; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary consisting of extensions of credit in the oil and gas business, (ii) made in nature of accounts receivable or notes receivable arising from the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g); (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business and (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at any time outstanding; (i) Investments representing the non-cash portion of the consideration received for any Disposition of assets permitted under Section 7.04(j) not to exceed 10% of the total consideration received from such Disposition; (j) demand deposits with financial institutions, prepaid expenses and extensions grant of trade credit in the ordinary course of business (business, and any Investments investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss); (kf) other Investments by the Borrower and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (k) of Swap Agreements permitted under Section 7.06 (in each case determined based on the cost of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)6.07; and (lg) Permitted Acquisitions. For the avoidance of doubt, Investments shall not include payments by the Borrower or a Loan Party to any Restricted Subsidiary consisting on account of the payment of each Incentive Partnership’s share of the costs goods and expenses incurred services provided to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned such Loan Party by such Incentive Partnership Subsidiary, in each case to the extent set forth on Schedule 7.06(l) and as in effect on the Effective Datepermitted by Section 6.09.

Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will notNo Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Restricted Subsidiary prior to such merger) any capital stockEquity Interests, evidences of Indebtedness indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (all whether through purchase of the foregoingassets, “Investments”merger or otherwise), except: (a) Permitted Investments, subject to control agreements in favor of the Lender or otherwise subject to a perfected security interest in favor of the Lender; (b) Investments (i) made by any Credit Party investments in or to any Credit Party, (ii) made by any Restricted Subsidiary existence on the date hereof and described in or to any Credit Party, (iii) made by the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $5,000,000, and (iv) made by the Borrower or any Restricted Subsidiary in or to any Non-Material Restricted Subsidiary in an aggregate amount for all such Investments at any one time outstanding not to exceed $1,000,000Schedule 6.04; (c) Investments made investments by the Borrower or Loan Parties and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (i) any Restricted Subsidiary such Equity Interests held by a Loan Party shall be pledged pursuant to the commitments set forth on Schedule 7.06(cSecurity Agreement (subject to the limitations applicable to Equity Interests of a foreign Subsidiary referred to in Section 5.14) and (ii) the aggregate amount of investments by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under Section 6.04(d) and outstanding Guarantees permitted under Section 6.04(e); provided, that the Borrower’s or any Restricted Subsidiary’s commitments set forth on Schedule 7.06(c) shall not be increased exceed $100,000 at any time outstanding (in each case determined without regard to any write-downs or otherwise altered in any manner adverse to the interests of the Borrower or any of its Restricted Subsidiaries, on the one hand, and the Lenders, on the other hand, unless otherwise consented to by the Lead Lender.write-offs); (d) loans or advances made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any other Subsidiary, provided that (i) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under Section 6.04(c) and outstanding Guarantees permitted under Section 6.04(e)) shall not exceed $100,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs); (e) Guarantees constituting Indebtedness permitted by Section 7.01 6.01, provided that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (other than guarantees in respect of Capital Lease Obligationstogether with outstanding investments permitted under clause (ii) to the proviso to Section 6.04(c) and performance guarantees, outstanding intercompany loans permitted under clause (ii) to the proviso to Section 6.04(d)) shall not exceed $100,000 at any time outstanding (in each casecase determined without regard to any write-downs or write-offs); (f) [reserved]; (g) notes payable, incurred or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business; (e) Investments by the Borrower and its Restricted Subsidiaries that are (i) customary in the oil and gas business, (ii) made in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business, and (iii) made in the form of, or pursuant to, oil, gas and mineral leases, operating agreements, farm-in agreements, farm-out agreements, development agreements, unitization agreements, joint bidding agreements, services contracts and other similar agreements that a reasonable and prudent oil and gas industry owner or operator would find acceptable; provided that Investments made in the form of, or pursuant to, farm-out agreements or development agreements (including any drillco agreements) or other similar agreements shall not exceed, together consistent with all Dispositions made pursuant to Section 7.04(b), $10,000,000 in the aggregate; (f) Investments consisting of Swap Agreements to the extent permitted under Section 7.07; (g) Investments existing as of the date hereof and set forth on Schedule 7.06(g)past practices; (h) Investments consisting of (i) loans and advances to employees for moving, entertainment, travel and other similar expenses investments in the ordinary course form of business and (ii) other short term loans to employees not to exceed, with respect to the foregoing clauses (i) and (ii) together, $250,000 in the aggregate at any time outstandingSwap Agreements permitted by Section 6.07; (i) Investments representing investments of any Person existing at the non-cash portion time such Person becomes a Subsidiary of the consideration received for a Borrower or consolidates or merges with a Borrower or any Disposition party’s Subsidiary (including in connection with a permitted acquisition), so long as such investments were not made in contemplation of assets permitted under Section 7.04(j) not to exceed 10% such Person becoming a Subsidiary or of the total consideration received from such Dispositionmerger; (j) demand deposits with financial institutions, prepaid expenses and extensions of trade credit in the ordinary course of business (and any Investments investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to connection with the extent reasonably necessary in order to prevent or limit loss);disposition of assets permitted by Section 6.05; and (k) other Investments by the Borrower investments constituting deposits described in clauses (c) and the Restricted Subsidiaries; provided that, on the date any such Investment is made, the amount of such Investment, together with all other Investments made pursuant to this clause (kd) of Section 7.06 (in each case determined based on the cost definition of such Investment) since the Effective Date, does not exceed in the aggregate $5,000,000 plus the amount of dividends, distributions and returns of capital, in each case, consisting of cash and cash equivalents, received by the Borrower or the applicable Restricted Subsidiary from Investments made under this Section 7.06(k)term “Permitted Encumbrances”; and (l) Investments by the Borrower or any Restricted Subsidiary consisting of the payment of each Incentive Partnership’s share of the costs and expenses incurred to drill, complete and operate oil and gas xxxxx located on the properties covered by the Oil and Gas Interests owned by such Incentive Partnership to the extent set forth on Schedule 7.06(l) and as in effect on the Effective DateAir Enterprises Acquisition.