Common use of Investments, Loans and Advances Clause in Contracts

Investments, Loans and Advances. The Borrower will not, nor will it permit any of the Restricted Subsidiaries to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or disclosed to the Lenders in Schedule 9.05; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade terms; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades by S&P or Xxxxx’x; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, with, or issued by any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively; (f) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e); (g) Investments made by (i) any Credit Party in or to any other Credit Party and (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00.

Investments, Loans and Advances. The Parent and the Borrower will not, nor and will it not permit any of the other Restricted Subsidiaries Subsidiary to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) Investments as of the Investments existing on the Closing Effective Date and either reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05;. (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade terms;business. (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation acquisition thereof;. (d) commercial paper maturing within one year from the date of creation acquisition thereof rated in one of the two highest grades grade by S&P S&P, Xxxxx’x or Xxxxx’x;Xxxxx Investor Service. (e) demand deposits, and time deposits (including certificates of deposit) maturing within one year from the date of creation thereof, with, with (or issued by by) any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively;. (f) deposits in shares of any SEC registered 2a-7 money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) fund that has net assets of at least $500,000,000 and the highest rating obtainable from either Xxxxx’x or Section 9.05(e);S&P. (g) Investments made by (i) any Credit Party made by the Borrower in or to any other Credit Party the Guarantors and (ii) made by the Parent or any Credit Party in a Restricted Subsidiary in or to the Borrower or any Guarantor (in each case including any Person that is not becomes a Credit Party, in Guarantor at or about the case time of this clause (iisuch Investment), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding;. (h) subject to the limits in Section 9.07, Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor type described in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; clause (ic) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date definition of “Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments ” in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to business located within the extent the consideration for which consists of Equity Interests geographic boundaries of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests United States of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00America.

Investments, Loans and Advances. The Borrower will not, nor not and will it not permit any of the Restricted Subsidiaries to, Guarantor to make or permit to remain outstanding any Investments loans or advances to or investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or disclosed to the Lenders in Schedule 9.05; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (cb) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (dc) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P Standard & Poor’s Corporation or Xxxxx’xXxxxx’x Investors Service, Inc.; (ed) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000.00 (as of the date of such Lender’s or bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P Standard & Poor’s Corporation or Xxxxx’xXxxxx’x Investors Service, Inc., respectively; (fe) deposits in money market funds investing exclusively in Investments investments described in Section 9.05(c9.04(c), Section 9.05(d) or Section 9.05(e9.04(d); (f) investments, loans or advances in or to the Borrower or any Subsidiary permitted under Section 9.01(g); and (g) Investments made by advances to fund Borrower’s and its Wholly Owned Subsidiaries’ capital contributions under Partnerships as provided under Section 7.07(iii); (h) Non-hostile acquisitions of equity securities, or assets constituting a business unit, of any Person, provided that: (i) any Credit Party in immediately prior to and after giving effect to such acquisition, no Default or to any other Credit Party and Event of Default exists or would result therefrom; (ii) any Credit Party in if such acquisition is of equity securities of a Restricted Subsidiary that Person (other than an Unrestricted Entity), such person becomes a Guarantor; (iii) such Person is not a Credit Party, principally engaged in the case same business as the Obligors; (iv) the Borrower shall be in pro forma compliance with the covenants set forth in Sections 9.13, 9.14 and 9.15 based on the trailing 12 quarters and as adjusted for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement; and (vi) a first priority perfected lien and security interest shall be granted to the Administrative Agent for the benefit of this clause the Lenders in such acquired assets; provided however, that nothing herein shall require any Unrestricted Entity to grant a first priority lien in its assets; and (ii)i) other investments, loans or advances not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.007,500,000.

Investments, Loans and Advances. The Borrower will not, nor will it permit any None of the Restricted Subsidiaries to, Obligors nor any Subsidiary will make or permit to remain outstanding any Investments loans or advances to or investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either investments, loans or advances reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.059.03; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P Standard & Poor’s Corporation or Xxxxx’xXxxxx’x Investors Service, Inc.; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000.00 (as of the date of such Lender’s or bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P Standard & Poor’s Corporation or Xxxxx’xXxxxx’x Investors Service, Inc., respectively; (f) deposits in money market funds investing exclusively in Investments investments described in Section 9.05(c9.03(c), Section 9.05(d9.03(d) or Section 9.05(e9.03(e); (g) Investments made by (i) any Credit Party investments, loans or advances in or to any other Credit Party and (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding;Guarantor; and (h) Investments in stock, obligations investments by the Borrower or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments Guarantor in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00thereto.

Investments, Loans and Advances. The Borrower No Debtor will not, nor will it permit any of the Restricted Subsidiaries to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) Investments in all of the Investments existing Debtors and Xxxxxx in existence on the Closing Interim Facility Effective Date and either reflected in the Financial Statements or disclosed to the Lenders set forth in Schedule 9.059.05(a); (b) Investments of the Debtors reflected in the Financial Statements; (c) Investments of the Debtors in the form of accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (cd) Investments of the Debtors in the form of direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (de) Investments of the Debtors in the form of commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P or Xxxxx’x; (ef) demand deposits, and time Investments of the Debtors in the form of deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 250,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively; (fg) Investments of the Debtors in the form of deposits in money market funds investing exclusively in Investments described in Section 9.05(c9.05(d), Section 9.05(d9.05(e) or Section 9.05(e9.05(f); (g) Investments made by (i) any Credit Party in or to any other Credit Party and (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; (h) Investments made by a Debtor in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligationsDebtor; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in made by the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments Debtors in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production businessbusiness located within the geographic boundaries of the United States of America, and only to the extent an Event of Default does not exist and the total Revolving Credit Exposures would not exceed the Available Commitments as a result of making such Investments; (j) Investments made by the Debtors in the form of loans or advances to employees, officers or directors in the ordinary course of business of the Debtors, in each case only as permitted by applicable law, including Section 402 of the Sarbanes Oxley Act of 2002, but in any event not to exceed $250,000 in the aggregate at any time; (k) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Debtor as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such debts or upon the enforcement of any Lien in favor of any Debtor; provided that the Borrower shall give the Agent prompt written notice in the event that the aggregate amount of all investments held at any one time under this Section 9.05(k) exceeds $250,000; (l) [Reserved]; and (m) Investments Loans and advances made by the Borrower to the Parent to the extent any such loan or advance (i) is made in lieu of a Restricted Payment permitted pursuant to the extent the consideration for which consists of Equity Interests of the Borrower Section 9.04 or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, otherwise under this Agreement and (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent if made within 150 days of the closing of such offering)as a Restricted Payment, in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment would be permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) 9.04 or Section 8.01(b)) shall not be greater than 2.50 to 1.00otherwise under this Agreement.

Investments, Loans and Advances. The Borrower will not, nor and will it not permit any of the Restricted Subsidiaries Subsidiary to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) Investments as of the Investments existing on the Closing Effective Date and either reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one (1) year from the date of creation thereof; (d) commercial paper maturing within one (1) year from the date of creation thereof rated in one of the two highest grades grade by S&P or Xxxxx’xMoody’s; (e) demand deposits, and time deposits maturing within one (1) year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’xMoody’s, respectively; (f) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e); (g) Investments made by (i) any Credit Party made by the Borrower in or to any other Credit Party the Guarantors and (ii) made by any Credit Party Subsidiary in a Restricted Subsidiary that is not a Credit Party, in or to the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at Borrower or any time outstandingGuarantor; (h) subject to the limits in Section 9.06, Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor type described in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; clause (ic) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments definition thereof in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to business located within the extent the consideration for which consists of Equity Interests geographic boundaries of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests United States of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide EntitiesAmerica; and (ri) other Investments without limit not to exceed $2,000,000 in the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to aggregate at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00any time.

Investments, Loans and Advances. The Borrower will not, nor and will it not permit any of the Restricted Subsidiaries Relevant Party to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply toother than: (a) the Investments existing on on, or contractually committed to as of, the Closing Effective Date and either reflected in the Financial Statements or that are disclosed to the Lenders in Schedule 9.059.05 and any modification, replacement, renewal or extension thereof so long as such modification, replacement, renewal or extension thereof does not increase the amount of such Investment; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one (1) year from the date of creation thereof; (d) commercial paper maturing within one (1) year from the date of creation thereof rated in one of the two highest grades or second highest grade by S&P or Xxxxx’x; (e) demand deposits, and time deposits maturing within one (1) year from the date of creation thereof, with, with or issued by any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively; (f) deposits Investments in money market funds investing exclusively at least 95% of their assets (measured by value) in Investments of the types described in Section 9.05(c), Section 9.05(d) or Section 9.05(e); (g) Investments made by (i) the Borrower or any Credit Party Subsidiary in or to any other Credit Party and (ii) any Credit Party in Person that, prior to such Investment, is a Restricted Subsidiary that is not a Credit Loan Party, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to the Borrower or any Credit other Relevant Party as a result of a bankruptcy or other insolvency proceeding of the obligor under any Debtor Relief Laws in respect of such obligations debts or upon the enforcement of such obligations debts or of any Lien in favor of the Borrower or any other Relevant Party securing such obligationsdebts; provided that the Borrower shall give the Administrative Agent prompt written notice in the event that the aggregate amount of all Investments held at any one time under this Section 9.05(h) exceeds $10,000,000; (i) Investments constituting Debt Indebtedness permitted under Section 9.02; (j) other Investments received as the non-cash portion of consideration received in connection with dispositions of Property permitted under Section 9.11; (k) from and after the Covenant Changeover Date, loans and advances to officers, directors, and employees of the Relevant Parties in an aggregate amount not to exceed $40,000,000 2,500,000 at any time outstanding; (l) Investments consisting of non-cash deemed loans or notes payable to the Relevant Parties by current or former officers, directors, consultants and other employees in respect of the unpaid portion of the purchase price of Equity Interests issued by the Borrower to such Persons pursuant to an equity incentive program or other arrangement (whether before or after the Separation Transaction); (m) prior to the Covenant Changeover Date, other Investments made by the Borrower or any other Relevant Party not to exceed $5,000,000 in the aggregate at any time; (kn) Investments made in Joint Ventures and Unrestricted Subsidiaries, provided that the ordinary course of business (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investmentsdeposits, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines prepayments or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) credits to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options suppliers or other rights to purchase or acquire Equity Interests of the Borrowercustomers, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil form of advances made to distributors, suppliers, licensors and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or licensees and (iii) with Equity Interests in Unrestricted Subsidiaries consisting of endorsements for collection or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions deposit and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereundertrade arrangements for customers; (o) Investments, including Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation form of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) loans made by the Borrower to Unrestricted Subsidiaries or (ii) capital contributions made by the Borrower to Unrestricted Subsidiaries; provided that (A) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing exists or would result therefrom, (iiB) such Investment shall be funded solely with cash proceeds (“Permitted Investment Equity Proceeds”) received by the Borrower from the issuance of the Borrower’s common Equity Interests (other than Disqualified Capital Stock) and (C) such Investment shall be made within fifteen (15) days of the Borrower’s receipt of such Permitted Investment Equity Proceeds; and (p) after the Covenant Changeover Date, the Borrower may make additional Investments without limit in cash, so long as before and after giving pro forma effect to any such Investment, each of the following conditions is satisfied: (Ai) no Default or Event of Default exists or would result therefrom; (ii) the Liquidity Borrower is an amount equal in pro forma compliance with a Consolidated Total Leverage Ratio of not more than 3.50 to at least 15% 1.00, as such ratio is recomputed using (a) Consolidated Net Indebtedness as of such date to (b) Consolidated EBITDA for the Rolling Period ending on the last day of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year immediately preceding such date for which financial statements have been delivered pursuant are available (or, with respect to Section 8.01(aany Rolling Period ending on the last day of the Covenant Changeover Quarter and for the next two fiscal quarters ending thereafter, Annualized Consolidated EBITDA for the Rolling Period ended on such date); and (iii) or Section 8.01(b)) shall Liquidity is not be greater less than 2.50 to 1.0010% of the Loan Limit.

Investments, Loans and Advances. The Borrower will not, nor and will it not permit any of the Restricted Subsidiaries Subsidiary to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or disclosed to the Lenders in Schedule 9.05; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (cb) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (dc) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P or Xxxxx’x; (ed) demand deposits, and time deposit accounts or deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any other Person at any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively; (fe) deposits in money market funds investing exclusively in Investments described in Section 9.05(c9.05(b), Section 9.05(d9.05(c) or Section 9.05(e9.05(d); (f) Investments (i) made by the Borrower in or to the Guarantors, (ii) made by any Subsidiary in or to the Borrower or any Guarantor; (g) Investments made by (i) any Credit Party in or to any other Credit Party and (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production businessbusiness located within the geographic boundaries of the United States of America; (mh) Investments (i) in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to the extent Borrower or any Subsidiary as a result of a bankruptcy or other insolvency proceeding of the consideration for which consists obligor in respect of Equity Interests such debts or upon the enforcement of any Lien in favor of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests any of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by its Subsidiaries; provided that the Borrower (to shall give the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies Administrative Agent prompt written notice in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons event that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) the aggregate amount of all Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (pat any one time outstanding under this Section 9.05(h) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entitiesexceeds $100,000; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect Other Investments not to such Investment, (A) exceed $200,000 in the Liquidity is an amount equal to aggregate at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00any time.

Investments, Loans and Advances. The Parent and the Borrower will not, nor and will it not permit any of the Restricted Subsidiaries to, make or permit to remain outstanding any Investments in or to any PersonPerson (whether by division or otherwise), except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or disclosed to the Lenders in Schedule 9.05; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade terms;business. (cb) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof;. (dc) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P or Xxxxx’x;Moody’s. (ed) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’xMoody’s, respectively;. (fe) deposits in money market funds investing exclusively in Investments described in Section 9.05(c9.05(b), Section 9.05(d9.05(c) or Section 9.05(e9.05(d);. (f) Investment made by a Guarantor or the Borrower in or to a Guarantor or the Borrower. (g) subject to the limits in Section 9.06, Investments made (including, without limitation, capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Restricted Subsidiaries with others in the ordinary course of business; provided that (i) no Default or Event of Default exists at the time of, or would exist after making any Credit Party such Investment, any such venture is engaged exclusively in or to any other Credit Party and activities described in Section 9.06(a) through (h), (ii) any Credit Party the interest in a Restricted Subsidiary that such venture is acquired in the ordinary course of business and on fair and reasonable terms and (iii) such venture interests acquired and capital contributions made (valued as of the date such interest was acquired or the contribution made) do not a Credit Partyexceed, in the case aggregate at any time outstanding an amount equal to $50,000,000. (h) loans or advances to employees, officers or directors in the ordinary course of this clause (ii)business of the Parent or the Borrower as permitted by applicable law, including Section 402 of the Sarbanes Oxley Act of 2002, but in any event not to exceed $1,000,000 in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding;time. (hi) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to the Borrower or any Credit Party of the Restricted Subsidiaries as a result of a bankruptcy or other insolvency proceeding of the obligor or in lieu thereof in respect of such obligations debts or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in favor of the Borrower or any Restricted Subsidiary; provided that the Borrower shall give the Administrative Agent prompt written notice in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided event that (i) the aggregate amount of all such Investments held at any one time permitted by under this Section 9.05(k9.05(i) shall exceeds $2,000,000 (measured by consideration paid at the time such Investment is received). (j) Permitted Acquisitions and Investments owned by any Permitted Acquisition Target at the time of such Permitted Acquisition. (k) other Investments in an aggregate amount at any time outstanding not to exceed the greater of (i) $100,000,000 (or its equivalent in other currencies as of the date of Investment) 150,000,000 and (ii) Liquidity is an amount equal to at least 1510% of Consolidated Net Tangible Assets, in each case under this subsection (k) measured by consideration paid at the Borrowing Base immediately before and immediately after giving effect time such Investment is made, less returns of invested capital (as opposed to returns on account of invested capital) subsequently received in respect of such Investment;. (l) to the extent constituting Investmentsguarantees of Debt permitted by Section 9.02(a), investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto (g), or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business;(j). (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer Swap Agreements permitted by under Section 9.11, Permitted Acquisition or other Investment permitted hereunder;9.16 and guarantees thereof. (qn) the contribution of all or part of the Credit Parties’ Water Services Assets Investments in EPIC and Xxxx Oak, subject to the Riptide Entities; and (r) other Investments without limit to the extent that (i) both prior to and after giving pro forma effect thereto, (A) no Borrowing Base deficiency, Default or Event of Default has occurredoccurred and is continuing, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Consolidated Total Leverage Ratio does not exceed 4.50 to 1.00, and (as C) Availability is not less than 10.0% of the end total Commitments and (ii) the Credit Parties pledging the Equity Interests in EPIC and Xxxx Oak that such applicable Credit Parties acquire to the extent permitted by the applicable organizational documents of the most recently ended fiscal quarter owner of EPIC and the owner of Xxxx Oak. (o) Investments in the form of deposits or fiscal year advances that are subject to Excepted Liens. (p) Investments in the form of the disposition of Equity Interests in an Unrestricted Subsidiary (and any Equity Interests received in exchange for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(bsuch disposition)) shall not be greater than 2.50 to 1.00.

Investments, Loans and Advances. The Borrower will notExcept as otherwise expressly permitted by this Section 6, nor will it permit any of the Restricted Subsidiaries to, no Credit Party shall make or permit to remain outstanding exist any Investments in investment in, or make, accrue or permit to exist loans or advances of money to, any Person, through the direct or indirect lending of money, holding of securities or otherwise, except that the foregoing restriction shall not apply to: (a) the Investments each Credit Party may maintain its existing on investments in its Subsidiaries as of the Closing Date and either reflected in the Financial Statements or disclosed to the Lenders in Schedule 9.05; Date; (b) accounts receivable arising so long as no Loans are outstanding, Borrower may make investments, subject to a perfected security interest in favor of Agent for the ordinary course benefit of business and payable Lenders, in accordance with customary trade terms; (ci) marketable direct obligations of the United States issued or any agency thereof, or obligations unconditionally guaranteed by the United States of America or any agency thereof, in each case thereof maturing within one year from the date of creation acquisition thereof; , (dii) commercial paper maturing within no more than one year from the date of creation thereof rated in one and currently having the highest rating obtainable from either Standard & Poor's Ratings Group or Xxxxx'x Investors Service, Inc., (iii) certificates of the two highest grades by S&P or Xxxxx’x; (e) demand depositsdeposit, and time deposits maturing within no more than one year from the date of creation thereof, with, or issued by any Lender or any office located in the United States of any other bank or trust company which is organized commercial banks incorporated under the laws of the United States or any state thereofof America, has each having combined capital, surplus and undivided profits aggregating at least of not less than $500,000,000 300,000,000 and having a senior unsecured rating of "A" or better by a nationally recognized rating agency (as of an "A Rated Bank"), (iv) time deposits, maturing no more than 30 days from the date of such bank creation thereof with A Rated Banks and (v) mutual funds that invest solely in one or trust company’s most recent financial reports) and has a short term deposit rating more of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively; (f) deposits in money market funds investing exclusively in Investments the investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e); (g) Investments made by clauses (i) any Credit Party in or to any other Credit Party through (iv) above, (c) investments on the date hereof and listed on Schedule 6.2 hereof, and (iid) any Credit Party in a Restricted Subsidiary that other investments of strategic importance to the business plan of Borrower previously delivered to Agent and Lenders, an amount (exclusive of Inventory which is not a Credit Party, in the case deemed by Agents to be Eligible Inventory) of this clause (iiwhich when combined with investments permitted by Section 6.1(b)(iii)(Z) and Indebtedness permitted by Section 6.3(a)(ix), shall not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 1,250,000 in the aggregate at any outstanding time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00.

Investments, Loans and Advances. The Neither the Borrower will not, nor will it permit any of the Restricted its Subsidiaries to, will make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or disclosed to the Lenders in Schedule 9.05;Statements. (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade terms;business. (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof;. (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P or Xxxxx’x;Xxxxx'x. (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 250,000,000 (as of the date of such bank or trust company’s 's most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’xXxxxx'x, respectively;. (f) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e);. (g) Investments made by (i) any Credit Party made by the Borrower in or to any other Credit Party and the Guarantors, (ii) made by any Credit Party Subsidiary in a Restricted Subsidiary or to the Borrower or any Guarantor, and (iii) made by the Borrower or any Guarantor in Subsidiaries that is are not a Credit PartyGuarantors, in the case of this clause (ii), not to exceed in provided that the aggregate of all Investments made by the greater of (x) Borrower and the Guarantors in or to all Subsidiaries that are not Guarantors shall not exceed $75,000,000 and (y) 3.0% of the Borrowing Base 2,000,000 at any time outstanding;time. (h) Investments (including, without limitation, capital contributions) in stock, obligations general or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy limited partnerships or other insolvency proceeding types of entities (each a "venture") entered into by the obligor Borrower or any of its Subsidiaries with others in respect the ordinary course of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; business; provided that (i) Investments constituting Debt permitted under Section 9.02; any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (jii) other Investments the interest in such venture is acquired in the ordinary course of business and on fair and reasonable terms and (iii) such venture interests acquired and capital contributions made (valued as of the date such interest was acquired or the contribution made) do not to exceed $40,000,000 exceed, in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is outstanding an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment;$2,000,000. (li) subject to the extent constituting Investmentslimits in Section 9.06, investments Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business;business located within the geographic boundaries of the United States of America. (mj) Investments (i) loans or advances to employees, officers or directors in the extent the consideration for which consists ordinary course of Equity Interests business of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests any of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering)its Subsidiaries, in each case only as permitted by applicable law, including Section 402 of the Sarbanes Oxley Act of 2002, but in (A) joint ventures engaging in businesses conducted by companies any event not to exceed $250,000 in the oil and gas industryaggregate at any time. (k) Investments in stock, (B) obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to the Borrower or any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted of its Subsidiaries as a result of a bankruptcy or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made insolvency proceeding of the obligor in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date respect of such Permitted Acquisition; (p) to debts or upon the extent constituting an Investment, escrow deposits to secure indemnification obligations enforcement of any Lien in connection with a Transfer permitted by Section 9.11, Permitted Acquisition favor of the Borrower or other Investment permitted hereunder; (q) any of its Subsidiaries; provided that the contribution Borrower shall give the Administrative Agent prompt written notice in the event that the aggregate amount of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (rinvestments held at any one time under this Section 9.05(i) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00exceeds $250,000.

Investments, Loans and Advances. The Borrower Obligors will not, nor and will it not permit any of the Restricted Subsidiaries Subsidiary to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or which are disclosed to the Lenders Holders in Schedule 9.0511.5; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P or Xxxxx’x;Mxxxx’x. (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, including certificates of deposit issued by, any Holder or issued by any Lender Affiliate of any Holder, or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, and which has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’xMxxxx’x, respectively; (f) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d11.5(c) or Section 9.05(e11.5(d); (g) Investments made by (i) made by any Credit Party Obligor in or to another Obligor or to the Guarantors that are Wholly-Owned Subsidiaries or (ii) made by any Subsidiary in or to any other Credit Party and (ii) Obligor or any Credit Party in a Restricted Subsidiary Guarantor that is not a Credit Party, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstandingWholly-Owned Subsidiary; (h) subject to the limits in Section 11.6, Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business and located in and around Wood County, Texas; (i) Investments consisting of Swap Agreements; and (j) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 11.5 owing to any Credit Party Obligor or any Subsidiary as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations debts or upon the enforcement of such obligations or any Lien in favor of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at Obligor or any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, Subsidiary; provided that (i) the aggregate amount of all such Investments investments held at any one time permitted by under this Section 9.05(k11.5(h) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00100,000.

Investments, Loans and Advances. The Borrower will notNeither the Parent MLP, nor the Borrower nor any other Restricted Subsidiary will it permit any of the Restricted Subsidiaries to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P or Xxxxx’x; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, withincluding certificates of deposit issued by, or issued by any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such Lender’s or bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively; (f) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e); (g) Investments made by (i) any Credit Party in or to any other Credit Party and (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (mh) Investments in Loan Parties; (i) Investments in Unrestricted Subsidiaries not to exceed $20,000,000 in the extent aggregate at any time; (j) reserved; (k) Investments made with the consideration for which consists proceeds of Equity Interests the issuance of new equity interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted SubsidiariesParent MLP; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (ol) Investments held by a Person acquired in a Permitted Acquisition made with cash permitted to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) be used as Distributions pursuant to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities9.04; and (rm) other Investments without limit not to exceed $5,000,000 in the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to aggregate at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00any time.

Investments, Loans and Advances. The None of the Borrower will not, nor will it permit or any of the Restricted its Consolidated Subsidiaries to, will make or permit to remain outstanding any Investments loans or advances to or investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or disclosed to the Lenders in Schedule 9.05; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (cb) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (dc) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P or Xxxxx’xMoody’s; (ed) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such Lender’s or bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’xMoody’s, respectively; (fe) deposits in money market funds investing exclusively in Investments investments described in Section 9.05(c9.03(c), or 9.03(d); (f) investments, loans or advances in or to the Borrower or any Consolidated Subsidiary permitted under Section 9.05(d9.01(g) or Section 9.05(e)investments, loans or advances to the Borrower or any Obligor; (g) Investments made by (i) any Credit Party in or to any other Credit Party and (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding[Reserved]; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing Loans and advances by Borrower to any Credit Party as a result of a bankruptcy or other insolvency proceeding General Partner to pay general and administrative expenses of the obligor in respect of such obligations or upon Borrower pursuant to the enforcement of such obligations or of any Lien securing such obligationsLimited Partnership Agreement; (i) Investments Non-hostile acquisitions of equity securities, or assets constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at a business unit, of any time; (k) Investments in Joint Ventures and Unrestricted SubsidiariesPerson, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) immediately prior to and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investmentsacquisition, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing exists or would result therefrom, (ii) after giving if such acquisition is of equity securities of a Person (other than an Unrestricted Entity), such person becomes a Guarantor, (iii) such Person is principally engaged in the same business as the Borrower and its Subsidiaries, (iv) the Borrower shall be in pro forma effect to such Investment, (A) compliance with the Liquidity is an amount equal to at least 15% of the Borrowing Base, covenants set forth in Sections 9.13 and (B) the Leverage Ratio (as of the end of 9.14 based on the most recently ended four fiscal quarter or fiscal year period and as adjusted for which financial statements have been delivered pursuant to Section 8.01(asuch acquisition, (v) such acquired Person (other than an Unrestricted Entity) or Section 8.01(b)) assets shall not be greater than 2.50 subject to 1.00any material liabilities except as permitted by this Agreement, (vi) a first priority perfected lien and security interest shall be granted to the Administrative Agent for the benefit of the Lenders in such acquired assets; provided, however, that (I) nothing herein shall require any Unrestricted Entity to grant a first priority lien in its assets; and (II) such acquisition shall be limited to Persons primarily involved in the business of, and/or assets primarily involving, natural gas gathering and processing operations; (j) loans and advances to officers, directors and employees of the Borrower and its Consolidated Subsidiaries in an aggregate amount not to exceed $1,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (i) investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof (after giving effect to the Anadarko Formation), (ii) additional investments by the Borrower and its Consolidated Subsidiaries in Consolidated Subsidiaries and (iii) additional investments by Consolidated Subsidiaries of the Borrower that are not Obligors in other Consolidated Subsidiaries that are not Obligors; (l) 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, and investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (m) investments (including Debt and capital stock) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured investment or other transfer of title with respect to any secured Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) investments in the ordinary course consisting of endorsements for collection or deposit; and (p) Other loans or advances not otherwise described under subparagraphs (a) through (o) above not to exceed in the aggregate $10,000,000.

Investments, Loans and Advances. The Parent and the Borrower will not, nor and will it not permit any of the other Restricted Subsidiaries Subsidiary to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) Investments as of the Investments existing on the Closing Effective Date and either reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation acquisition thereof; (d) commercial paper maturing within one year from the date of creation acquisition thereof rated in one of the two highest grades grade by S&P S&P, Xxxxx’x or Xxxxx’xFitch; (e) demand deposits, and time deposits (including certificates of deposit) maturing within one year from the date of creation thereof, with, with (or issued by by) any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively; (f) deposits in shares of any SEC registered 2a-7 money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) fund that has net assets of at least $500,000,000 and the highest rating obtainable from either Xxxxx’x or Section 9.05(e)S&P; (g) Investments made by (i) any Credit Party made by the Borrower in or to any other Credit Party the Guarantors and (ii) made by the Parent or any Credit Party in a Restricted Subsidiary in or to the Borrower or any Guarantor (in each case including any Person that is not becomes a Credit Party, in Guarantor at or about the case time of this clause (iisuch Investment), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; (h) subject to the limits in Section 9.07, Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor type described in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; clause (ic) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date definition of “Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments ” in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to business located within the extent the consideration for which consists of Equity Interests geographic boundaries of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests United States of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted SubsidiariesAmerica; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00.

Investments, Loans and Advances. The Each of the Parent and the Borrower will not, nor and will it not permit any of the Restricted its Subsidiaries to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or which are disclosed to the Lenders in on Schedule 9.05; (b) accounts receivable or notes receivable arising from the grant of trade credit arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P or Xxxxx’xMoody’s; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’xMoody’s, respectively; (f) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e); (g) Investments made by (i) any Credit Party made by the Borrower in or to any other Credit Party Person that, prior to such Investment, is a Wholly-Owned Subsidiary Guarantor and (ii) made by any Credit Party Subsidiary in or to the Borrower or any Person that, prior to such Investment, is a Restricted Wholly-Owned Subsidiary that is not a Credit Party, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstandingGuarantor; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to the Parent or any Credit Party Subsidiary as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations debts or upon the enforcement of such obligations or of any Lien securing such obligationsin favor of the Parent or any of its Subsidiaries; provided that the Borrower shall give the Administrative Agent prompt written notice in the event that the aggregate amount of all Investments held at any one time under this Section 9.05(h) exceeds $1,500,000; (i) Investments constituting Debt Guarantees permitted under by Section 9.02; (j) other Investments not Swap Agreements to exceed $40,000,000 in the aggregate at any time;extent expressly permitted by Section 9.18; or (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) SPS not to exceed $1,000,000 in the aggregate amount of all such Investments at in any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm12-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00month period.

Investments, Loans and Advances. The Borrower will not, nor and will it not permit any of the Restricted Subsidiaries Subsidiary to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) Investments as of the Investments existing on the Closing Effective Date and either reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness, or any receivable or discount that the Borrower or any Restricted Subsidiary is permitted to sell or make under Section 9.10; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation acquisition thereof; (d) commercial paper maturing within one year from the date of creation acquisition thereof rated in one of the two highest grades grade by S&P or Xxxxx’xMoody’s; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, acquisition thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’xMoody’s, respectively; (f) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e); (g) Investments made by (i) any Credit Party made by the Borrower in or to any other Credit Party and the Guarantors or (ii) made by any Credit Party in a Restricted Subsidiary that is not a Credit Party, in or to the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at Borrower or any time outstandingother Guarantor; (h) Investments in stock, obligations or securities received in settlement consisting of debts arising from Investments Swap Agreements to the extent permitted under this by Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations9.18; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) no Default, or Event of Default then exists or would result therefrom, (ii) the aggregate outstanding amount (i.e. the amount of such Investments (valued at the time made) less the aggregate amount of all cash payments received after the Effective Date by the Borrower or its Restricted Subsidiaries in respect of returns of capital associated with such Investments at any one time permitted by this Section 9.05(kInvestments) shall does not exceed the greater of (A) $100,000,000 (or its equivalent in other currencies as of the date of Investment) 10,000,000 and (iiB) Liquidity is an amount equal to at least 15% ten percent (10%) of the Borrowing Base then in effect, and (iii) the Total Commitments Utilization Percentage is less than 80% immediately before and immediately after giving effect to such Investment; (lj) loans or advances to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests employees of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests any Restricted Subsidiary made in the ordinary course of business of the Borrower, Borrower or such Restricted Subsidiary in an aggregate principal amount not to exceed at any one time outstanding the greater of (i) $500,000 and (ii) with up to 100% two and one-half percent (2.5%) of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), Borrowing Base then in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entitieseffect; and (rk) other Investments without limit in an aggregate outstanding amount (i.e. the amount of such Investments (valued at the time made) less the aggregate amount of cash payments received after the Effective Date by the Borrower or its Restricted Subsidiaries in respect of returns of capital associated with such Investments) not to exceed at any time the extent that greater of (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, $10,000,000 and (ii) after giving pro forma effect to such Investment, ten percent (A10%) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00Base then in effect.

Investments, Loans and Advances. The Neither Borrower nor any Subsidiary will not, nor will it permit any of the Restricted Subsidiaries to, make or permit to remain outstanding any Investments loans or advances to or investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either investments, loans or advances reflected in the Closing Financial Statements or and which are disclosed to the Lenders in Schedule 9.05;9.03. (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade terms;business. (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof;. (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P Standard & Poor’s Corporation or Xxxxx’x;Xxxxx’x Investors Service, Inc. (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 (as of the date of such Lender’s or bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 an investment grade rating (A-3 by Standard & Poor’s Corporation, P-3 Xxxxx’x Investors Service, Inc. or P2F-3 Fitch Ratings, Inc.), as such rating is set forth from time time, to time, by S&P at least two of the following rating agencies: Standard & Poor’s Corporation, Xxxxx’x Investors Service, Inc. or Xxxxx’xFitch Ratings, respectively;Inc. (f) deposits in money market funds investing exclusively in Investments investments described in Section 9.05(c9.03(c), Section 9.05(d9.03(d) or Section 9.05(e9.03(e);. (g) Investments made investments by (i) any Credit Party in or to any other Credit Party Borrower and (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments Subsidiaries in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related Properties. (h) investments in Subsidiaries, subject to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary compliance with Section 8.09(d). (i) investments in the Unrestricted Subsidiaries engaged exclusively in oil and gas exploration exploration, development, production, processing and production business; (m) Investments (i) related activities in an aggregate amount not to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00exceed $5,000,000.

Investments, Loans and Advances. The Neither the Borrower will not, nor will it permit any of the Restricted its Subsidiaries to, will make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or disclosed to the Lenders in Schedule 9.05Statements; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P or Xxxxx’x; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 250,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively; (f) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e); (g) Investments made by (i) any Credit Party made by the Borrower in or to any other Credit Party and the Guarantors, (ii) made by any Credit Party Subsidiary in a Restricted Subsidiary or to the Borrower or any Guarantor, and (iii) made by the Borrower or any Guarantor in Subsidiaries that is are not a Credit PartyGuarantors, in the case of this clause (ii), not to exceed in provided that the aggregate of all Investments made by the greater of (x) Borrower and the Guarantors in or to all Subsidiaries that are not Guarantors shall not exceed $75,000,000 and (y) 3.0% of the Borrowing Base 2,000,000 at any time outstandingtime; (h) Investments (including, without limitation, capital contributions) in stock, obligations general or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy limited partnerships or other insolvency proceeding types of entities (each, a “venture”) entered into by the obligor in respect Borrower or any of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 its Subsidiaries with others in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, ordinary course of business; provided that (i) the aggregate amount interest in such venture is acquired in the ordinary course of all business and on fair and reasonable terms and (ii) such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 venture interests acquired and capital contributions made (or its equivalent in other currencies valued as of the date of Investmentsuch interest was acquired or the contribution made) and (ii) Liquidity is do not exceed, in the aggregate at any time outstanding an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment$2,000,000; (li) subject to the extent constituting Investmentslimits in Section 9.06, investments Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or Persons owning Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production businessbusiness located within the geographic boundaries of the United States of America; (mj) Investments (i) loans or advances to employees, officers or directors in the extent the consideration for which consists ordinary course of Equity Interests business of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests any of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering)its Subsidiaries, in each case only as permitted by applicable law, including Section 402 of the Sarbanes Oxley Act of 2002, but in (A) joint ventures engaging in businesses conducted by companies any event not to exceed $250,000 in the oil and gas industryaggregate at any time; or (k) Investments in stock, (B) obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to the Borrower or any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted of its Subsidiaries as a result of a bankruptcy or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made insolvency proceeding of the obligor in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date respect of such Permitted Acquisition; (p) to debts or upon the extent constituting an Investment, escrow deposits to secure indemnification obligations enforcement of any Lien in connection with a Transfer permitted by Section 9.11, Permitted Acquisition favor of the Borrower or other Investment permitted hereunder; (q) any of its Subsidiaries; provided that the contribution Borrower shall give the Administrative Agent prompt written notice in the event that the aggregate amount of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (rinvestments held at any one time under this Section 9.05(k) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00exceeds $250,000.

Investments, Loans and Advances. The Parent and the Borrower will not, nor and will it not permit any of the Restricted Subsidiaries other Loan Party to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05;. (b) accounts receivable and notes receivable arising from the grant of trade credit arising in the ordinary course of business and payable in accordance with customary trade terms;business. (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one (1) year from the date of creation acquisition thereof;. (d) commercial paper maturing within one (1) year from the date of creation acquisition thereof rated in one of the two highest grades by S&P or Xxxxx’x;Mxxxx’x. (e) demand deposits, and time deposits maturing within one (1) year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’xMxxxx’x, respectively;. (f) deposits Investments in money market or similar funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) with assets of at least $1,000,000,000 and rated Aaa by Mxxxx’x or Section 9.05(e);AAA by S&P. (g) Investments made by (i) any Credit Party made by the Borrower in or to any other Credit Party and Loan Parties or (ii) any Credit Party made by Loan Parties in a Restricted Subsidiary that is not a Credit Party, in or to each other or the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding;Borrower. (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to the Borrower or any Credit other Loan Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations debts or upon the enforcement of such obligations or of any Lien securing such obligations;in favor of the Borrower or any of the other Loan Parties or in connection with the settlement of delinquent accounts and disputes with customers and suppliers; provided that the Borrower shall give the Administrative Agent prompt written notice in the event that the aggregate amount of all Investments held at any one time under this Section 9.05(h) exceeds $250,000. (i) Investments constituting Debt pursuant to Swap Agreements or hedging agreements otherwise permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00Agreement.

Investments, Loans and Advances. The Borrower No Obligors will not, nor will it permit any of the Restricted Subsidiaries to, make or permit to remain outstanding any Investments loans or advances to or investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or disclosed to the Lenders in Schedule 9.05; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (cb) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (dc) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P or Xxxxx’xMoody's; (ed) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least One Hundred Million Dollars ($500,000,000 100,000,000.00) (as of the date of such Lender's or bank or trust company’s 's most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’xMoody's, respectively; (fe) deposits in money market funds investing exclusively in Investments investments described in Section 9.05(cSECTION 9.03(c), Section 9.05(dor 9.03(d); (f) investments, loans or Section 9.05(eadvances in or to the Borrower or any Subsidiary permitted under SECTION 9.01(g); (g) Investments made Loans and advances by Borrower to General Partner to pay general and administrative expenses of the Borrower pursuant to the Limited Partnership Agreement; (ih) any Credit Party in Other loans or to any other Credit Party and advances not otherwise described under SUBPARAGRAPHS (iiA) any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause through (ii), G) above not to exceed in the aggregate the greater of Fifty Thousand Dollars (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations50,000); (i) Investments Non-hostile acquisitions of equity securities, or assets constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at a business unit, of any time; (k) Investments in Joint Ventures and Unrestricted SubsidiariesPerson, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) immediately prior to and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investmentsacquisition, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing exists or would result therefrom, (ii) after giving if such acquisition is of equity securities of a Person (other than an Unrestricted Entity), such person becomes a Guarantor, (iii) such Person is principally engaged in the same business as the Obligors, (iv) the Borrower shall be in pro forma effect to compliance with the covenants set forth in SECTIONS 9.13, 9.14 and 9.15 based on the trailing 12 quarters and as adjusted for such Investmentacquisition, (Av) the Liquidity is such acquired Person (other than an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(aUnrestricted Entity) or Section 8.01(b)) assets shall not be greater than 2.50 subject to 1.00any material liabilities except as permitted by this Agreement, (vi) a first priority perfected lien and security interest shall be granted to the Administrative Agent for the benefit of the Lenders in such acquired assets; provided however, that (I) nothing herein shall require any Unrestricted Entity to grant a first priority lien in its assets; (II) such acquisition shall be limited to Persons primarily involved in the business of, and/or assets primarily involving, natural gas gathering and processing operations; and (III) each such acquisition shall be limited to an aggregate purchase price of Fifteen Million Dollars ($15,000,000).

Investments, Loans and Advances. The Borrower will not, nor and will it not permit any of the Restricted Subsidiaries Subsidiary to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Acquisition, and other Investments existing on the Closing Date and either reflected in the Financial Statements or disclosed to the Lenders in Schedule 9.0510.05; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P or Xxxxx’x; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, with, or issued by any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively; (f) deposits in money market funds investing exclusively in Investments described in Section 9.05(c10.05(c), Section 9.05(d10.05(d) or Section 9.05(e10.05(e); (g) Investments made by (i) any Credit Party the Borrower in or to any other Credit Party and (ii) Subsidiary or made by any Credit Party Subsidiary in a Restricted Subsidiary that is not a Credit Party, in or to the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at Borrower or any time outstandingSubsidiary; (h) subject to the limits in Section 10.06, Investments (including, without limitation, capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or a Subsidiary with others in the ordinary course of business; provided that any such venture is engaged principally in oil and gas exploration, development, production, processing and related activities, including gathering, processing and transportation, and such venture interests acquired and capital contributions made (valued as of the date such interest was acquired or the contribution made) do not exceed, in the aggregate at any time outstanding an amount equal to $5,000,000; (i) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 10.05 owing to the Borrower or any Credit Party Subsidiary as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; provided that the Borrower shall give the Administrative Agent prompt written notice in the event that the aggregate amount of all Investments held at any one time under this Section 10.05(i) exceeds $5,000,000; (ij) Investments constituting Debt permitted under Section 9.02;10.02; and (jk) other Investments not to exceed $40,000,000 5,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00.

Investments, Loans and Advances. The Neither the Borrower (nor following the Parent MLP IPO, the Parent MLP) nor any Restricted Subsidiary will not, nor will it permit any of the Restricted Subsidiaries to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P or Xxxxx’x; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, withincluding certificates of deposit issued by, or issued by any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such Lender’s or bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively; (f) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e); (g) Investments made by (i) any Credit Party in or to any other Credit Party and (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (mh) Investments in Loan Parties; (i) Investments in Unrestricted Subsidiaries not to exceed $10,000,000 in the aggregate at any time; (j) Cash Investments in Designated Borrowing Base Entities so long as the Unused Amount is, and would be following such cash Investment, greater than $5,000,000; (k) Investments made with the proceeds of the issuance of new equity interests of (i) prior to the extent the consideration for which consists of Equity Interests of Parent MLP IPO, the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, and (ii) with up to 100% of following the net cash proceeds of an offering or issuance of Equity Interests by Parent MLP IPO, the Borrower Parent MLP; (to the extent made within 150 days of the closing of such offering), l) Investments in each case in (A) joint ventures engaging in businesses conducted by companies Persons primarily engaged in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) business made with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment cash permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) be used as Distributions pursuant to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities9.04; and (rm) other Investments without limit not to exceed $1,000,000 in the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to aggregate at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00any time.

Investments, Loans and Advances. The Borrower Borrowers will not, nor and will it not permit any of the Restricted Subsidiaries Subsidiary to, make or permit to remain outstanding any Investments in or to any PersonPerson (other than Restricted Subsidiaries), except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05;. (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade terms;business. (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof;. (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades no lower than A1 or P1 by S&P or Xxxxx’x;. (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively;. (f) deposits in money market funds investing exclusively primarily in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e);. (g) Investments made by (i) any Credit Party in or to any other Credit Party and (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) subject to the extent constituting Investmentslimits in Section 9.06, investments Investments in direct ownership interests in additional Oil and Gas Properties Properties, gas gathering, processing and gas gathering transportation systems related thereto or related to or made pursuant to and all other assets contemplated by the requirements permitted business of farma Co-outBorrower located within the geographic boundaries of the United States of America. (h) entry into operating agreements, working interests, royalty interests, mineral leases, processing agreements, farm-inout agreements, joint operatingcontracts for the sale, joint venture transportation or exchange of oil and natural gas, unitization agreements, pooling arrangements, area of mutual interest agreements, gathering systems, pipelines production sharing agreements or other similar arrangements which are or become usual customary agreements, transactions, properties, interests or arrangements, and customary Investments and expenditures in connection therewith or pursuant thereto, in each case made or entered into in the ordinary course of the oil and gas exploration and production business; (m) , excluding, however, Investments (i) to the extent the consideration for which consists of Equity Interests in other Persons; provided, however, that none of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests foregoing shall involve the incurrence of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are Debt not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.009.02.

Investments, Loans and Advances. The Borrower will notPurchase, nor will it permit hold or acquire (including pursuant to any merger, consolidation or amalgamation with a person that is not a Wholly-Owned Subsidiary immediately prior to such merger, consolidation or amalgamation) any Equity Interests, evidences of the Restricted Subsidiaries toIndebtedness or other securities of, make or permit to remain outstanding exist any loans or advances to or Guarantees of the obligations of, or make or permit to exist any investment or any other interest in (each, an “Investment”), any other person, except: (i) Investments existing on, or contractually committed as of, the Closing Date, provided that any Investments in excess of $2,700,000 individually or to any Person, except that $13,500,000 in the foregoing restriction aggregate shall not apply to: be permitted under this paragraph (a) only to the extent such Investment is set forth on Schedule 6.04 and (ii) any extensions, renewals or reinvestments thereof, so long as the aggregate amount of all Investments pursuant to this paragraph (a) is not increased at any time above the amount of such Investment existing or committed on the Closing Date and either reflected (other than pursuant to an increase as required by the terms of any such Investment as in existence on the Financial Statements or disclosed to the Lenders in Closing Date as described on Schedule 9.056.04); (b) accounts receivable (i) Investments in any Loan Party, (ii) Investments by any Subsidiary that is not a Loan Party in any other Subsidiary that is not a Loan Party and (iii) Investments by any Loan Party in any Subsidiary that is not a Loan Party; provided that the aggregate amount of Investments outstanding at any time pursuant to this clause (iii), when taken together with the amount of dispositions to non-Loan Parties made by Loan Parties pursuant to Section 6.05(a)(v), shall not exceed the greater of (X) $106,000,000 and (Y) 40% of EBITDA on a Pro Forma Basis for the most recently ended Test Period; (c) Permitted Investments and Investments that were Permitted Investments when made; (d) Investments arising out of the receipt by Parent or any Subsidiary of noncash consideration for the sale of assets permitted under Section 6.05 (other than Section 6.05(f)); (e) loans and advances to officers, directors, employees or consultants of Parent or any Subsidiary (i) in the ordinary course of business not to exceed $25,000,000 in the aggregate at any time outstanding (calculated without regard to write downs or write offs thereof), (ii) in respect of payroll payments and expenses in the ordinary course of business and payable (iii) in accordance connection with customary trade terms; (c) direct obligations such person’s purchase of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date Equity Interests of creation thereof; (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades by S&P or Xxxxx’x; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, with, or issued by any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectivelyParent; (f) accounts receivable, security deposits and prepayments arising and trade credit granted in money market funds investing exclusively the ordinary course of business and any assets or securities received in Investments described satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in Section 9.05(c), Section 9.05(d) order to prevent or Section 9.05(e)limit loss and any prepayments and other credits to suppliers made in the ordinary course of business; (g) Investments made by (i) any Credit Party in or to any other Credit Party and (ii) any Credit Party in a Restricted Subsidiary Swap Agreements that is are not a Credit Party, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstandingentered into for speculative purposes; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party other Investments; provided that the Total Net Leverage Ratio shall not exceed 2.50:1.00 calculated on a Pro Forma Basis as a result of a bankruptcy or other insolvency proceeding of the obligor in respect last day of such obligations or upon the enforcement of such obligations or of any Lien securing such obligationsmost recently ended Test Period; (i) Investments constituting Debt permitted resulting from pledges and deposits under Section 9.02Sections 6.02(f), (g), (j) and (p); (j) other Investments in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) not to exceed (i) the greater of (X) $40,000,000 130,000,000 and (Y) 50% of the EBITDA on a Pro Forma Basis for the Test Period most recently ended (plus any returns actually received by the respective investor in respect of investments theretofore made by it pursuant to this paragraph (j)) plus (ii) the aggregate portion, if any, of the Cumulative Credit on the date of such election that Parent elects to apply to this Section 6.04(j)(ii), such election to be specified in a written notice of a Responsible Officer of Parent calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided, that if any Investment pursuant to this paragraph (j) is made in any person that is not a Loan Party at any timethe date of the making of such Investment and such person becomes a Loan Party after such date, such Investment shall thereafter be deemed to have been made pursuant to paragraph (b)(i) above and shall cease to have been made pursuant to this paragraph (j) for so long as such person continues to be a Loan Party; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investmentconstituting Permitted Business Acquisitions; (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 in the ordinary course of business or Investments acquired by Parent or a Subsidiary as a result of a foreclosure by Parent or any of the Subsidiaries with respect to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines any secured Investments or other similar arrangements which are or become usual and customary transfer of title with respect to any secured Investment in the oil and gas exploration and production businessdefault; (m) Investments (i) to of a Subsidiary acquired after the extent the consideration for which consists of Equity Interests of the Borrower Closing Date or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering entity merged into Parent or issuance of Equity Interests by merged into or consolidated with a Subsidiary after the Borrower (to the extent made within 150 days of the closing of such offering)Closing Date, in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industrycase, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition acquisition, merger, consolidation or amalgamation and were in existence on the date of such Permitted Acquisitionacquisition, merger, consolidation or amalgamation; (n) Guarantees of operating leases (other than Capital Lease Obligations) or of other obligations of Subsidiaries that do not constitute Indebtedness, in each case entered into by Parent or any Subsidiary in the ordinary course of business; (o) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers consistent with past practices; (p) to advances in the extent constituting an Investmentform of a prepayment of expenses, escrow deposits to secure indemnification obligations so long as such expenses are being paid in connection accordance with a Transfer permitted by Section 9.11, Permitted Acquisition customary trade terms of Parent or other Investment permitted hereundersuch Subsidiary; (q) Investments consisting of the licensing or contribution of all intellectual property pursuant to joint marketing arrangements with other persons; (r) purchases and acquisitions of inventory, supplies, materials and equipment or part purchases of contract rights or licenses or leases of intellectual property in each case in the ordinary course of business, to the extent such purchases and acquisitions constitute Investments; (s) Investments received substantially contemporaneously in exchange for, or the payment for which is made with, Qualified Equity Interests of Parent; provided that neither such Investments nor such issuance of Qualified Equity Interests shall be included in any determination of the Credit Parties’ Water Services Assets Cumulative Credit; (t) any Investment (i) deemed to exist as a result of a Subsidiary that is not a Loan Party distributing a note or other intercompany debt to a parent of such Subsidiary that is a Loan Party (to the Riptide Entitiesextent there is no cash consideration or services rendered for such note), and (ii) consisting of intercompany current liabilities in connection with the cash management, tax and accounting operations of Parent and the Subsidiaries; (u) Investments in joint ventures and Similar Businesses in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) not to exceed the greater of (X) $195,000,000 and (Y) 75.0% of EBITDA on a Pro Forma Basis for the most recently ended Test Period (plus any returns actually received by the respective investor in respect of investments theretofore made by it pursuant to this paragraph (u)); provided that if any Investment pursuant to this paragraph (u) is made in any person that is not a Loan Party at the date of the making of such Investment and such person becomes a Loan Party after such date, such Investment shall thereafter be deemed to have been made pursuant to paragraph (b)(i) above and shall cease to have been made pursuant to this paragraph (u) for so long as such person continues to be a Loan Party; and (rv) other Investments without limit to arising in the extent ordinary course of business as a result of any Settlement, including Investments in and of Settlement Assets; provided that notwithstanding the foregoing clauses (a)-(v), if an Event of Default under Section 7.01(b), (c), (d), (f), (h) or (i) has occurred and is continuing, then no Borrowing Base deficiency, Default or Event Investment under clauses (b) (in excess of Default has occurred, is continuing or would result therefrom$50,000,000), (iih), (j), (k), (s) after giving pro forma effect or (u) of this Section 6.04 shall be made in any Loan Party organized in Costa Rica by any other Loan Party (other than a Loan Party organized in Costa Rica itself). Any Investment in any person other than a Loan Party that is otherwise permitted by this Section 6.04 may be made through intermediate Investments in Subsidiaries that are not Loan Parties and such intermediate Investments shall be disregarded for purposes of determining the outstanding amount of Investments pursuant to any clause set forth above (i.e., such Investment shall not be counted twice). If any Investment is made in any Person that is not a Subsidiary on the date of such Investment and such Person subsequently becomes a Subsidiary, such Investment shall (unless Parent or Borrower elects otherwise) thereupon be deemed to have been made pursuant to Section 6.04(b) and to not have been made pursuant to any other clause set forth above. For purposes of determining compliance with this Section 6.04, in the event that any Investment (or any portion thereof) meets the criteria of more than one of the categories set forth above, Parent or Borrower may, in its sole discretion, at the time such Investment is made, divide, classify or reclassify, or at any later time divide, classify or reclassify (as if made at such time), such Investment (or any portion thereof) in any manner that complies with this covenant on the date such Investment is made or such later time, as applicable. The amount of any Investment at any time shall be the amount of cash and the fair market value of other property actually invested, which shall be determined in good faith by Parent or Borrower and may be determined, at the option of Parent or Borrower, either (x) as of the date such Investment is made or (y) the LCA Test Date, as applicable, and in any case (I) shall be without adjustment for subsequent changes in the value of such Investment, and (II) shall be reduced by the amount of any return, whether a return of capital, interest, dividend or otherwise, with respect to such Investment. To the extent any Investment in any Person is made in compliance with this Section 6.03 in reliance on a category above that is subject to a Dollar-denominated restriction on the making of Investments and, subsequently, such Person returns to the Borrower or any Subsidiary all or any portion of such Investment (Ain the form of a dividend, distribution, liquidation or otherwise, but excluding intercompany Indebtedness), such return shall be deemed to be credited to the Dollar-denominated category against which the Investment is then charged. For purposes of determining compliance with any Dollar-denominated (or percentage of EBITDA, if greater) restriction on the Liquidity is an making of Investments, the Dollar equivalent amount equal to at least 15% of the Borrowing Base, and (B) Investment denominated in a foreign currency shall be calculated based on the Leverage Ratio (as of relevant currency exchange rate in effect on the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00date such Investment was made.

Investments, Loans and Advances. The Neither Borrower will notnor any Restricted Subsidiary will, nor will it permit any of the Restricted Subsidiaries todirectly or indirectly, make or permit to remain outstanding any Investments in or to any PersonInvestment, except that for the foregoing restriction shall not apply tofollowing: (a) the Investments existing outstanding on the Closing Date and either reflected identified on Schedule 10.04 and any Investments received in respect thereof without the Financial Statements payment of additional consideration (other than through the issuance of or disclosed to the Lenders in Schedule 9.05exchange of Qualified Capital Stock); (b) accounts receivable arising Investments in cash and Cash Equivalents (including Investments that were Cash Equivalents when made); (c) Borrower may enter into Swap Contracts to the extent permitted by Section 10.01(c); (d) Investments (i) by Borrower in any Restricted Subsidiary, (ii) by any Restricted Subsidiary in Borrower and (iii) by a Restricted Subsidiary in another Restricted Subsidiary; provided that, in each case, any intercompany loan (it being understood and agreed that intercompany receivables or advances made in the ordinary course of business do not constitute loans) in excess of $20.0 million individually shall be evidenced by a promissory note and, to the extent that the payee, holder or lender of such intercompany loan is a Credit Party, such promissory note shall be pledged (and payable in accordance with customary trade terms; (cdelivered) direct obligations by such Credit Party to Collateral Agent on behalf of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades by S&P or Xxxxx’xSecured Parties; (e) demand deposits, Borrower and time deposits maturing within one year from its Restricted Subsidiaries may sell or transfer assets to the date of creation thereof, with, or issued extent permitted by any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectivelySection 10.05; (f) deposits Investments in money market funds investing exclusively securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers or in Investments described settlement of delinquent or overdue accounts in Section 9.05(c), Section 9.05(d) or Section 9.05(e)the ordinary course of business; (g) Investments made by (i) Borrower or any Credit Party in or to any other Credit Party and (ii) any Credit Party in a Restricted Subsidiary that is not with, or as a Credit Partyresult of, consideration received in connection with an Asset Sale made in compliance with Section 10.05; (h) Investments made to officers, directors and employees in the case ordinary course of this clause (ii), business not to exceed $10.0 million in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02Permitted Acquisitions; (j) other Investments not accounts receivable, security deposits, prepayments (including prepayments of expenses), credits and extensions of trade credit (including to exceed $40,000,000 gaming customers) in the aggregate at any timeordinary course of business; (k) Investments resulting from pledges and deposits permitted under Section 10.02; (l) in Joint Ventures addition to Investments otherwise permitted by this Section 10.04, from and Unrestricted after the earlier of the Xxxx Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, Investments by Borrower or any of its Restricted Subsidiaries, ; provided that (i) the aggregate amount of all such Investments at any one time permitted by to be made pursuant to this Section 9.05(k10.04(l) do not exceed the Available Amount determined at the time such Investment is made, (ii) immediately before and after giving effect thereto, no Event of Default has occurred and is continuing and (iii) (x) prior to the Initial Test Date, the Consolidated Senior Secured Net Leverage Ratio shall not exceed $100,000,000 (or its equivalent in other currencies 2.50 to 1.00 on a Pro Forma Basis as of the date of Investment) most recent Calculation Date and (iiy) Liquidity is an amount equal to at least 15% from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the Borrowing Base immediately before and immediately after giving effect most recent Calculation Date; provided that if any Investment pursuant to such Investment; this clause (l) is made in any person that is not a Restricted Subsidiary of Borrower at the date of the making of such Investment and such person becomes a Restricted Subsidiary of Borrower after such date, such Investment shall, upon the election of Borrower, thereafter be deemed to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or have been made pursuant to the requirements clause (d) above and shall cease to have been made pursuant to this clause (l) for so long as such person continues to be a Restricted Subsidiary of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production businessBorrower; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted SubsidiariesIntentionally Omitted; (n) Permitted Acquisitions and payments with respect to any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Qualified Contingent Obligations, so long as, at the time such Qualified Contingent Obligation was incurred or, if earlier, the agreement to incur such Qualified Contingent Obligations was entered into, such Investment was permitted hereunderunder this Agreement; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00.

Investments, Loans and Advances. The Parent Guarantor and the Borrower will not, nor and will it not permit any of the Restricted their Subsidiaries to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or disclosed to the Lenders in Schedule 9.05; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade terms;business. (cb) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof;. (dc) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P or Xxxxx’x;. (ed) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively;. (fe) deposits in money market funds investing exclusively in Investments described in Section 9.05(c9.05(b), Section 9.05(d9.05(c) or Section 9.05(e9.05(d);. (f) Investments made by a Guarantor or the Borrower in or to a Guarantor or the Borrower. (g) Subject to the limits in Section 9.06, Investments made (including, without limitation, capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Parent Guarantor, the Borrower or one of their Subsidiaries with others in the ordinary course of business; provided that (i) any Credit Party such venture is engaged exclusively in or to any other Credit Party oil and gas exploration, development, production, processing and related activities, including transportation, (ii) any Credit Party the interest in a Restricted Subsidiary that such venture is acquired in the ordinary course of business and on fair and reasonable terms and (iii) such venture interests acquired and capital contributions made (valued as of the date such interest was acquired or the contribution made) do not a Credit Partyexceed, in the aggregate at any time outstanding an amount equal to $250,000. (h) loans or advances to employees, officers, or directors in the ordinary course of business of the Parent Guarantor or the Borrower, in each case only as permitted by applicable law, including Section 402 of this clause (ii)the Sarbanes Oxley Act of 2002, but in any event not to exceed $250,000 in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding;time. (hi) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to the Parent Guarantor, the Borrower or any Credit Party of their Subsidiaries as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations debts or upon the enforcement of such obligations or of any Lien securing such obligations; (iin favor of the Parent Guarantor, the Borrower or any of their Subsidiaries; provided that the Parent Guarantor or the Borrower shall give the Administrative Agent prompt written notice in the event that the aggregate amount of all Investments held at any one time under this Section 9.05(i) Investments constituting Debt permitted under Section 9.02;exceeds $250,000. (j) other Investments not to exceed $40,000,000 in the aggregate at any time;form of loans to Bison Drilling during each calendar year in an amount equal to or less than the lesser of (i) 5% of the lowest Borrowing Base in effect during such calendar year or (ii) $4,000,000. (k) Investments in Joint Ventures and Unrestricted Subsidiariesthe form of deposits or advances that are subject to Excepted Liens. (l) other Investments not to exceed, provided that in the aggregate at any time outstanding, (i) prior to the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as earlier of the date of Investment) the initial issuance of any Senior Unsecured Notes and the date of the initial public offering of common stock of the Parent Guarantor, $250,000 and (ii) Liquidity is an amount equal to at least 15% of from and after the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments date described in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments clause (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00$2,500,000.

Investments, Loans and Advances. The Neither the Borrower nor any Subsidiary will not, nor will it permit any of the Restricted Subsidiaries to, make or permit to remain outstanding any Investments loans or advances to or investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either investments, loans or advances reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.059.03; (b) accounts receivable arising in the ordinary course of business and payable or notes or other obligations or Property received in accordance with customary trade termssettlement thereof; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (d) commercial paper maturing within one year from the date of creation thereof rated in one the highest grade by Standard & Poor's, a division of the two highest grades by S&P The MxXxxx-Xxxx Companies, Inc. or Xxxxx’xMxxxx'x Investors Service, Inc.; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 (as of the date of such Lender's or bank or trust company’s 's most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P Standard & Poor's, a division of The MxXxxx-Xxxx Companies, Inc. or Xxxxx’xMxxxx'x Investors Service, Inc., respectively; (f) deposits in money market funds investing exclusively substantially in Investments investments described in Section 9.05(c9.03(c), Section 9.05(d9.03(d) or Section 9.05(e9.03(e); (g) Investments investments, loans or advances made by (i) any Credit Party the Borrower in or to any the Guarantors (other Credit Party and (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Party, in than the case of this clause (iiParent), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding;; and (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures Qualified Acquisition Expenditures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00Expansion Expenditures.

Investments, Loans and Advances. The Borrower No Obligors will not, nor will it permit any of the Restricted Subsidiaries to, make or permit to remain outstanding any Investments loans or advances to or investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or disclosed to the Lenders in Schedule 9.05; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (cb) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (dc) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P Standard & Poor's Corporation or Xxxxx’xXxxxx'x Investors Service, Inc.; (ed) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000.00 (as of the date of such Lender's or bank or trust company’s 's most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P Standard & Poor's Corporation or Xxxxx’xXxxxx'x Investors Service, Inc., respectively; (fe) deposits in money market funds investing exclusively in Investments investments described in Section 9.05(c9.03(c), or 9.03(d); (f) investments, loans or advances in or to the Borrower or any Subsidiary permitted under Section 9.05(d) or Section 9.05(e9.01(f); (g) Investments made Loans and advances by Borrower to General Partner to pay general and administrative expenses of Borrower pursuant to the Limited Partnership Agreement; (ih) any Credit Party in Other investments, loans or to any other Credit Party and advances not otherwise described under subparagraphs (iia) any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause through (ii), g) above not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations;50,000; and (i) Investments Non-hostile acquisitions of equity securities, or assets constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at a business unit, of any time; (k) Investments in Joint Ventures and Unrestricted SubsidiariesPerson, provided that (ia) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) immediately prior to and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investmentsacquisition, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing exists or would result therefrom, (iib) after giving if such acquisition is of equity securities of a Person, such person becomes a Guarantor, (c) such Person is principally engaged in the same business as the Obligors, (d) the Borrower shall be in pro forma effect to compliance with the covenants set forth in Sections 9.13, 9.14 and 9.15 based on the trailing 12 quarters and as adjusted for such Investmentacquisition, (Ae) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter such acquired Person or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) assets shall not be greater than 2.50 subject to 1.00any material liabilities except as permitted by this Agreement and (f) a first priority perfected lien and security interest shall be granted to the Administrative Agent for the benefit of the Lenders in such acquired assets.

Investments, Loans and Advances. The Borrower will not, nor and will it not permit any of the Restricted Subsidiaries Subsidiary to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or disclosed to the Lenders in Schedule 9.05; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (cb) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (dc) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P or Xxxxx’x; (ed) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively; (fe) deposits in money market funds investing exclusively in Investments described in Section 9.05(c9.05(b), Section 9.05(d9.05(c) or Section 9.05(e9.05(d); (f) Investments (i) made by the Borrower in or to the Guarantors, (ii) made by any Subsidiary in or to the Borrower or any Guarantor; (g) Investments made by (i) any Credit Party in or to any other Credit Party and (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production businessbusiness located within the geographic boundaries of the United States of America and Canada; (mh) Investments (i) in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to the extent Borrower or any Subsidiary as a result of a bankruptcy or other insolvency proceeding of the consideration for which consists obligor in respect of Equity Interests such debts or upon the enforcement of any Lien in favor of the Borrower or warrants, options or any of its Subsidiaries; provided that the Borrower shall give the Administrative Agent prompt written notice in the event that the aggregate amount of all Investments held at any one time under this Section 9.05(h) exceeds $100,000; (i) The creation of any additional Subsidiaries in compliance with Section 9.15; (j) Swap Agreements entered into in compliance with Section 9.18; (k) other rights Investments in an aggregate amount not to purchase or acquire Equity Interests of the Borrower, exceed $200,000 at any time; and (iil) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests Hall Houston Minority Investment made by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (Ai) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence existing on the date Effective Date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, Hall Houston and (ii) after giving pro forma effect to such Investment, (A) the Liquidity is in an amount equal not to at least 15% of exceed $1,000,000 after the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00.Effective Date;

Investments, Loans and Advances. The Borrower will notPurchase, nor will it permit hold or acquire (including pursuant to any merger, consolidation or amalgamation with a person that is not a Wholly-Owned Subsidiary immediately prior to such merger, consolidation or amalgamation) any Equity Interests, evidences of the Restricted Subsidiaries toIndebtedness or other securities of, make or permit to remain outstanding exist any Investments loans or advances to or Guarantees of the obligations of, or make or permit to exist any investment or any other interest in or to (each, an “Investment”), any Personother person, except that the foregoing restriction shall not apply toexcept: (a) the (i) Investments existing on, or contractually committed as of, the Closing Date, provided that any Investments in excess of $2,000,000 individually or $10,000,000 in the aggregate shall be permitted under this paragraph (a) only to the extent such Investment is set forth on Schedule 6.04 and (ii) any extensions, renewals or reinvestments thereof, so long as the aggregate amount of all Investments pursuant to this paragraph (a) is not increased at any time above the amount of such Investment existing or committed on the Closing Date and either reflected (other than pursuant to an increase as required by the terms of any such Investment as in existence on the Financial Statements or disclosed to the Lenders in Closing Date as described on Schedule 9.056.04); (b) accounts receivable (i) Investments in any Loan Party, (ii) Investments by any Subsidiary that is not a Loan Party in any other Subsidiary that is not a Loan Party and (iii) Investments by any Loan Party in any Subsidiary that is not a Loan Party; provided that the aggregate amount of Investments outstanding at any time pursuant to this clause (iii) shall not exceed the greater of (X) $80,000,000 and (Y) at the time of any Investment under this clause (iii), 40% of EBITDA on a Pro Forma Basis for the most recently ended Test Period; (c) Permitted Investments and Investments that were Permitted Investments when made; (d) Investments arising out of the receipt by Parent or any Subsidiary of noncash consideration for the sale of assets permitted under Section 6.05 (other than Section 6.05(f)); (e) loans and advances to officers, directors, employees or consultants of Parent or any Subsidiary (i) in the ordinary course of business not to exceed $25,000,000 in the aggregate at any time outstanding (calculated without regard to write downs or write offs thereof), (ii) in respect of payroll payments and expenses in the ordinary course of business and payable (iii) in accordance connection with customary trade terms; (c) direct obligations such person’s purchase of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date Equity Interests of creation thereof; (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades by S&P or Xxxxx’x; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, with, or issued by any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectivelyParent; (f) accounts receivable, security deposits and prepayments arising and trade credit granted in money market funds investing exclusively the ordinary course of business and any assets or securities received in Investments described satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in Section 9.05(c), Section 9.05(d) order to prevent or Section 9.05(e)limit loss and any prepayments and other credits to suppliers made in the ordinary course of business; (g) Investments made by (i) any Credit Party in or to any other Credit Party and (ii) any Credit Party in a Restricted Subsidiary Swap Agreements that is are not a Credit Party, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstandingentered into for speculative purposes; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations[reserved]; (i) Investments constituting Debt permitted resulting from pledges and deposits under Section 9.02Sections 6.02(f), (g), (j) and (p); (j) other Investments in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) not to exceed (i) the greater of (X) $40,000,000 100,000,000 and (Y) at the time of any Investment pursuant to this paragraph (j), 50% of the EBITDA on a Pro Forma Basis for the Test Period most recently ended (plus any returns actually received by the respective investor in respect of investments theretofore made by it pursuant to this paragraph (j)) plus (ii) the aggregate portion, if any, of the Cumulative Credit on the date of such election that Parent elects to apply to this Section 6.04(j)(ii), such election to be specified in a written notice of a Responsible Officer of Parent calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided that if any Investment pursuant to this paragraph (j) is made in any person that is not a Loan Party at any timethe date of the making of such Investment and such person becomes a Loan Party after such date, such Investment shall thereafter be deemed to have been made pursuant to paragraph (b)(i) above and shall cease to have been made pursuant to this paragraph (j) for so long as such person continues to be a Loan Party; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investmentconstituting Permitted Business Acquisitions; (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 in the ordinary course of business or Investments acquired by Parent or a Subsidiary as a result of a foreclosure by Parent or any of the Subsidiaries with respect to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines any secured Investments or other similar arrangements which are or become usual and customary transfer of title with respect to any secured Investment in the oil and gas exploration and production businessdefault; (m) Investments of a Subsidiary acquired after the Closing Date or of an entity merged into Parent or merged into or consolidated with a Subsidiary after the Closing Date, in each case, (i) to the extent the consideration for which consists of Equity Interests of the Borrower such acquisition, merger or warrants, options consolidation was or other rights to purchase is permitted under this Section 6.04 or acquire Equity Interests of the Borrower, 6.05 and (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition acquisition, merger, consolidation or amalgamation and were in existence on the date of such Permitted Acquisitionacquisition, merger, consolidation or amalgamation; (n) Guarantees of operating leases (other than Capital Lease Obligations) or of other obligations of Subsidiaries that do not constitute Indebtedness, in each case entered into by Parent or any Subsidiary in the ordinary course of business; (o) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers consistent with past practices; (p) to advances in the extent constituting an Investmentform of a prepayment of expenses, escrow deposits to secure indemnification obligations so long as such expenses are being paid in connection accordance with a Transfer permitted by Section 9.11, Permitted Acquisition customary trade terms of Parent or other Investment permitted hereundersuch Subsidiary; (q) Investments consisting of the licensing or contribution of all intellectual property pursuant to joint marketing arrangements with other persons; (r) purchases and acquisitions of inventory, supplies, materials and equipment or part purchases of contract rights or licenses or leases of intellectual property in each case in the ordinary course of business, to the extent such purchases and acquisitions constitute Investments; (s) Investments received substantially contemporaneously in exchange for, or the payment for which is made with, Qualified Equity Interests of Parent; provided that neither such Investments nor such issuance of Qualified Equity Interests shall be included in any determination of the Credit Parties’ Water Services Assets Cumulative Credit; (t) any Investment (i) deemed to exist as a result of a Subsidiary that is not a Loan Party distributing a note or other intercompany debt to a parent of such Subsidiary that is a Loan Party (to the Riptide Entitiesextent there is no cash consideration or services rendered for such note), and (ii) consisting of intercompany current liabilities in connection with the cash management, tax and accounting operations of Parent and the Subsidiaries; (u) Investments in joint ventures and Similar Businesses in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) not to exceed the greater of (X) $150,000,000 and (Y) at the time of any Investment pursuant to this paragraph (u), 75.0% of EBITDA on a Pro Forma Basis for the most recently ended Test Period (plus any returns actually received by the respective investor in respect of investments theretofore made by it pursuant to this paragraph (u)); provided that if any Investment pursuant to this paragraph (u) is made in any person that is not a Loan Party at the date of the making of such Investment and such person becomes a Loan Party after such date, such Investment shall thereafter be deemed to have been made pursuant to paragraph (b)(i) above and shall cease to have been made pursuant to this paragraph (u) for so long as such person continues to be a Loan Party; and (rv) Investments arising in the ordinary course of business as a result of any Settlement, including Investments in and of Settlement Assets. Any Investment in any person other than a Loan Party that is otherwise permitted by this Section 6.04 may be made through intermediate Investments without limit to in Subsidiaries that are not Loan Parties and such intermediate Investments shall be disregarded for purposes of determining the extent that (i) no Borrowing Base deficiency, Default or Event outstanding amount of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered Investments pursuant to Section 8.01(a) or Section 8.01(b)) any clause set forth above (i.e., such Investment shall not be greater than 2.50 to 1.00counted twice).

Investments, Loans and Advances. The Borrower Parent Guarantor will not, nor and will it not permit any of the Restricted Subsidiaries Credit Party to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05;9.05 and any refinancings or replacements thereof, provided that the amount of such Investment is not increased. (b) accounts receivable arising in the ordinary course of business and payable endorsements of negotiable instruments for deposit and collection in accordance with customary trade terms;the ordinary course of business. (c) readily marketable direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof;. (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades by S&P or Xxxxx’x;. (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively;, or, in the case of any Foreign Subsidiary, a bank organized in a jurisdiction in which the Foreign Subsidiary conducts operations having assets in excess of $500,000,000 (or its equivalent in another currency). (f) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e);. (g) Investments made by (measured on a cost basis) (i) any Credit Party made by the Parent Guarantor or the Borrower in or to any other Credit Party and the Borrower or the Subsidiary Guarantors, (ii) made by any Subsidiary in or to the Parent Guarantor, the Borrower or any Subsidiary Guarantor, (iii) made by the Parent Guarantor, the Borrower or any Guarantor in or to all other Domestic Subsidiaries (other than Excluded Subsidiaries) which are not Guarantors which together with the guaranties permitted by Section 9.02(i)(B) do not exceed 5% of the consolidated quarterly revenues of the Credit Party Parties as of the most recent delivered consolidated quarterly financial statements of the Credit Parties, (iv) made by the Borrower or any Guarantor in a Restricted Subsidiary that is or to all Foreign Subsidiaries which do not a Credit Party, in the case of this clause (ii), not to exceed $10,000,000 in the aggregate the greater of (x) $75,000,000 during any fiscal year, and (yv) 3.0% made in Persons who after giving effect to such Investment become Subsidiary Guarantors, provided that after giving pro forma effect to such Investment, no Default or Event of Default shall exist or result and the representations and warranties of the Borrowing Base at any time outstanding;Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Investment (except to the extent such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date). (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to the Borrower or any Credit Party Restricted Subsidiary as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations debts or upon the enforcement of such obligations or of any Lien securing such obligations;in favor of the Borrower or any of its Restricted Subsidiaries. (i) Investments constituting Debt permitted under Section 9.02;prepayments on drilling contracts, deposits made for Property acquisitions and advance payments made on undeveloped leases and for configuration of gathering systems or otherwise in each case, all in the ordinary course of business of the Credit Parties. (j) Investments in units of beneficial ownership issued by the Trust owned on the Effective Date. (k) other Investments made after the Effective Date (including Investments in Unrestricted Subsidiaries and Excluded Subsidiaries made after the Effective Date) not to exceed $40,000,000 (measured on a cost basis) in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00.

Investments, Loans and Advances. The Borrower will not, nor and will it not permit any of the Restricted Subsidiaries other Loan Party to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or disclosed to the Lenders in Schedule 9.05[Reserved]; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereofCash Equivalents; (d) commercial paper maturing within one year from Investments (i) made by the date Borrower in or to any Person that, prior to or substantially concurrently with the consummation of creation thereof rated such Investment, is a Guarantor, or (ii) made by any Restricted Subsidiary in one or to the Borrower or any other Person that, prior to or substantially concurrently with the consummation of the two highest grades by S&P or Xxxxx’xsuch Investment, is a Guarantor; (e) demand deposits, and time deposits maturing within one year from subject to the date of creation thereof, with, or issued by any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively; (f) deposits in money market funds investing exclusively in Investments described limits in Section 9.05(c)9.06, Section 9.05(d) or Section 9.05(e); (g) Investments made in, including by (i) any Credit Party in or to any other Credit Party and (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Partymeans of Permitted Equity Acquisitions, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 direct (or its equivalent in other currencies as of the date of Investmentindirect through another Loan Party) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production or oil and gas minerals business located within the geographic boundaries of the United States of America or the offshore state or federal waters of the United States of America; (f) loans or advances to employees, officers, or directors of the Borrower or any of its Affiliates in the ordinary course of business of the Borrower, in each case only as permitted by applicable law, including Section 402 of the Sarbanes Oxley Act of 2002, but in any event not to exceed $5,000,000 in the aggregate at any time; (g) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to the Borrower or any other Loan Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such debts or upon the enforcement of any Lien in favor of the Borrower or any other Loan Party; provided that the Borrower shall give the Administrative Agent prompt written notice in the event that the aggregate amount of all Investments held at any one time under this Section 9.05(g) exceeds $1,000,000; (h) other Investments not to exceed the greater of (x) $10,000,000 and (y) 7.5% of the then-effective Borrowing Base in the aggregate at any time; (i) additional Investments so long as (i) both immediately before, and immediately after giving pro forma effect to, any such Investment, (A) no Event of Default would have occurred and be continuing, (B) no Borrowing Base Deficiency exists or would exist and (C) Liquidity would be equal to or greater than ten percent (10%) of the total Commitments (i.e., the lesser of (1) the Aggregate Maximum Credit Amounts, (2) the Aggregate Elected Commitment and (3) the then effective Borrowing Base), and (ii) the Leverage Ratio is less than or equal to 3.00 to 1.00 (on a pro forma basis as the Leverage Ratio is recomputed on the date of such Investment using (A) Total Net Debt outstanding on such date and (B) EBITDA for the four fiscal quarters (or, if applicable, the relevant annualized period determined in accordance with the definition thereof) ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available (including, if applicable, the Financial Statements)); provided that Investments in any Unrestricted Subsidiary or any Person that is not a Subsidiary made pursuant to this Section 9.05(i) shall be permitted solely to the extent such Investments are made in cash; (j) the acquisition by the Borrower of the Xxxxxxx Entities pursuant to the consummation of the Xxxxxxx Merger in accordance with the terms of the Xxxxxxx Merger Agreement; (k) loans and advances to any direct or indirect parent in lieu of, and not in excess of, the amount of, Restricted Payments permitted to be made to such Person under Section 9.04(c)); (l) to the extent constituting Investments, (i) xxxx xxxxxxx money deposits or escrowed amounts made in connection with a binding purchase agreement to acquire Oil and Gas Properties, in each case to the extent such acquisition is permitted by this Agreement and (ii) utility and similar deposits in the ordinary course of business; (m) additional Investments funded entirely by capital contributions received by the Borrower from the holders of its Equity Interests within sixty (60) days prior to the making of any such Investment (excluding any Specified Equity Contributions); provided that (i) no Default, Event of Default or Borrowing Base Deficiency exists immediately before or after giving effect to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, any such Investment and (ii) with up after making any such Investment, the Borrower has an unused amount of Commitments in an amount equal to 100% or greater than ten percent (10%) of the net cash proceeds total Commitments (i.e., the lesser of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industryAggregate Maximum Credit Amounts, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or the Aggregate Elected Commitment and (C) any other Person or the then effective Borrowing Base) and (iii) with Equity Interests prior to making such Investment, the Borrower delivers a certificate of a Responsible Officer to the Administrative Agent certifying as to the foregoing matters in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiariesclauses (i) and (ii) of this proviso and attaching reasonably detailed evidence of the applicable capital contributions related to such Investment; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition prior to the extent that such Investments were not made in contemplation 2026 Senior Notes Discharge, additional Investments, including by means of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an InvestmentEquity Acquisitions, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that so long as (i) no Borrowing Base deficiencyboth immediately before, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) and immediately after giving pro forma effect to to, any such Investment, (A) the Liquidity is an amount equal to at least 15% no Event of the Borrowing Base, Default would have occurred and be continuing and (B) Liquidity is greater than ten percent (10%) of the total Commitments, (ii) the Leverage Ratio is less than or equal to 3.00 to 1.00 (on a pro forma basis as the Leverage Ratio is recomputed on the date of such Investment using (A) Total Net Debt outstanding on such date and (B) EBITDA for the four fiscal quarters (or, if applicable, the relevant annualized period determined in accordance with the definition thereof) ending on the last day of the end of the most recently ended fiscal quarter or fiscal year immediately preceding such date for which financial statements have been delivered pursuant to Section 8.01(aare available and (iii) or Section 8.01(b)the amount of such Investment(s) shall not exceed (x) the Cumulative Retained Discretionary Cash Flow Amount at the time of such Investment(s) less (y) the aggregate amount of all other Investments made pursuant to this Section 9.05(n) during the then-current Cumulative Retained Discretionary Cash Flow Utilization Period; provided that Investments in, including by means of Permitted Equity Acquisitions, any Unrestricted Subsidiary or any Person that is not a Subsidiary made pursuant to this Section 9.05(n) shall be greater than 2.50 permitted solely to 1.00the extent such Investments are made in cash or with Equity Interests of Ultimate Parent and/or the Borrower; and (o) to the extent constituting Investments, (i) transaction expenses paid by the Borrower or any other Loan Party on behalf of any of the Xxxxxxx Entities in connection with the Xxxxxxx Merger and (ii) after the Xxxxxxx Merger Closing Date and during the Specified Unrestricted Period, other payments made by the Borrower or any other Loan Party on behalf of any of the Xxxxxxx Entities in an aggregate amount not to exceed $15,000,000.

Investments, Loans and Advances. The Neither the Borrower will not, nor will it permit any of the Restricted its Subsidiaries to, will make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or disclosed to the Lenders in Schedule 9.05Statements; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P or Xxxxx’x; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 250,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively; (f) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e); (g) Investments made by (i) any Credit Party made by the Borrower in or to any other Credit Party and the Guarantors, (ii) made by any Credit Party Subsidiary in a Restricted Subsidiary or to the Borrower or any Guarantor, and (iii) made by the Borrower or any Guarantor in Subsidiaries that is are not a Credit PartyGuarantors, in the case of this clause (ii), not to exceed in provided that the aggregate of all Investments made by the greater of (x) Borrower and the Guarantors in or to all Subsidiaries that are not Guarantors shall not exceed $75,000,000 and (y) 3.0% of the Borrowing Base 2,000,000 at any time outstandingtime; (h) Investments (including, without limitation, capital contributions) in stock, obligations general or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy limited partnerships or other insolvency proceeding types of entities (each, a “venture”) entered into by the obligor in respect Borrower or any of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 its Subsidiaries with others in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, ordinary course of business; provided that (i) the aggregate amount interest in such venture is acquired in the ordinary course of all business and on fair and reasonable terms and (ii) such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 venture interests acquired and capital contributions made (or its equivalent in other currencies valued as of the date of Investmentsuch interest was acquired or the contribution made) and (ii) Liquidity is do not exceed, in the aggregate at any time outstanding an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment$2,000,000; (li) subject to the extent constituting Investmentslimits in Section 9.06, investments Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or Persons owning Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production businessbusiness located within the geographic boundaries of the United States of America; (mj) Investments (i) loans or advances to employees, officers or directors in the extent the consideration for which consists ordinary course of Equity Interests business of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests any of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering)its Subsidiaries, in each case only as permitted by Governmental Requirements, including Section 402 of the Sarbanes Oxley Act of 2002, but in (A) joint ventures engaging in businesses conducted by companies any event not to exceed $250,000 in the oil and gas industryaggregate at any time; or (k) Investments in stock, (B) obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to the Borrower or any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted of its Subsidiaries as a result of a bankruptcy or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made insolvency proceeding of the obligor in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date respect of such Permitted Acquisition; (p) to debts or upon the extent constituting an Investment, escrow deposits to secure indemnification obligations enforcement of any Lien in connection with a Transfer permitted by Section 9.11, Permitted Acquisition favor of the Borrower or other Investment permitted hereunder; (q) any of its Subsidiaries; provided that the contribution Borrower shall give the Administrative Agent prompt written notice in the event that the aggregate amount of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (rinvestments held at any one time under this Section 9.05(k) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00exceeds $250,000.

Investments, Loans and Advances. The Borrower will not, nor and will it not permit any of the Restricted Subsidiaries Subsidiary to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two the highest grades by S&P or Xxxxx’x; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 200,000,000 (as of the date of such bank or trust company’s most recent financial reports) and or has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectivelyrespectively or, in the case of any Foreign Subsidiary, a bank organized in a jurisdiction in which the Foreign Subsidiary conducts operations having assets in excess of $1,000,000,000 (or its equivalent in another currency); (f) deposits in money market funds investing exclusively at least 95% of their assets in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e); (g) Investments made by (i) any Credit Party in or to any other Credit Party and (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to the Borrower or any Credit Party Subsidiary as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations debts or upon the enforcement of such obligations or of any Lien securing such obligationsin favor of the Borrower or any of its Subsidiaries; provided that the Borrower shall give the Administrative Agent prompt written notice in the event that the aggregate amount of all investments held at any one time under this Section 9.05(g) exceeds $250,000; (h) Investments in, and loans or advances to, (i) any Guarantor or the Borrower, and (ii) any Subsidiary that is not a Guarantor, but not to exceed $1,000,000 in the aggregate; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in exceeding the aggregate at any time; cost of $50,000,000 during the term of this Agreement from Internally Generated Funds plus Investments made with (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (iA) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as net proceeds of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists issuance of Equity Interests of the Borrower not required for a mandatory prepayment pursuant to Section 9.04(b) or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary borrowings under the Revolving Commitment Increase or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are the Term Loan Increase, but not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to exceed $150,000,000 during the extent that such Investments were not made in contemplation term of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00this Agreement.

Investments, Loans and Advances. The Neither Borrower will not, nor will it permit any of the Restricted its Subsidiaries toshall purchase, hold or acquire any Capital Stock, evidence of Indebtedness or other securities of, make or permit to remain outstanding exist any Investments in loans or advances to, or make or permit to exist any investment or any other interest in, any other Person, except that the foregoing restriction shall not apply toexcept: (ai) the Investments investments by Borrower and its Subsidiaries existing on the Closing Date and either reflected date hereof in the Financial Statements or disclosed Capital Stock of Borrower and its Subsidiaries and (ii) additional investments by Borrower and its Subsidiaries in the Capital Stock of Borrower and its Subsidiaries; provided that any such Capital Stock held by a Borrower Party shall be pledged to the Lenders in Schedule 9.05extent required by and pursuant to the Security Agreement; (b) accounts receivable arising in any of the ordinary course of business and payable in accordance with customary trade terms;following (each, a “Permitted Investment”): (ci) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereofStates), in each case maturing within one year from the date of creation acquisition thereof; (dii) investments in commercial paper maturing within one year 270 days from the date of creation acquisition thereof rated in one and having, at such date of acquisition, the two highest grades by S&P credit rating obtainable from Standard & Poor’s Rating Service or from Xxxxx’x; (eiii) demand depositsinvestments in certificates of deposit, banker’s acceptances and time deposits maturing within one year from the date of creation thereof, acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or issued by offered by, any Lender or any domestic office located in the United States of any other commercial bank or trust company which is organized under the laws Laws of the United States or any state thereof, that has capital, a combined capital and surplus and undivided profits aggregating at least of not less than $500,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively500,000,000; (fiv) deposits investments in “money market funds investing exclusively funds” within the meaning of Rule 2a-7 of the Investment Company Act of 1940, substantially all of whose assets are invested in Investments investments of the type described in Section 9.05(c), Section 9.05(dclauses (a) or Section 9.05(e)through (d) above; (gv) Investments made by in cash; (ivi) any Credit Party in or Investments not to any other Credit Party and (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Party, exceed $500,000 in the case aggregate in any fiscal year consisting of travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business; provided that the amount permitted under this clause (ii)vi) that is allocated to travel advances shall not exceed $250,000 in any fiscal year; (vii) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of Borrower’s business; and CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (viii) Investments not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; outstanding (hA) Investments $4,000,000 less (B) Indebtedness incurred and outstanding pursuant to Section 10.05(f), consisting of notes receivable of, or prepaid royalties, other Contract payments, and other credit extensions to, customers and suppliers who are not Affiliates of Borrower, in stock, obligations or securities received the ordinary course of business; provided that this clause (viii) shall not apply to investments of Borrower in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligationsSubsidiary; (i) Investments constituting Debt permitted intercompany accounts payable and loans arising in connection with Permitted Intercompany Transfers; provided that such intercompany accounts payable and loans shall not exceed the purchase price charged by Borrower to Mevion KK for the relevant Included Products and shall be satisfied, paid and repaid by Mevion KK promptly upon the applicable distributor’s or end-user’s performance of its payment obligations under Section 9.02the applicable Contract; and (ii) loans or advances made by Borrower to any of its Subsidiaries or by any other Borrower Party to Borrower or any of its Subsidiaries; provided that such loans and advances are (x) made to a Borrower Party or (y) do not exceed an aggregate amount of $1,000,000 in any fiscal year; (jd) other Investments Borrower or any of its Subsidiaries may acquire all or substantially all the assets of a Person or line of business of such Person, or not less than 100% of the Capital Stock of a Person (referred to exceed $40,000,000 in herein as the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, “Acquired Entity”); provided that (i) the aggregate amount such acquisition was not preceded by an unsolicited tender offer for such Capital Stock by, or proxy contest initiated by, Borrower or any of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and Subsidiaries; (ii) Liquidity is an amount equal to the Acquired Entity shall be in a similar line of business as that of Borrower and its Subsidiaries as conducted during the current and most recent calendar year; and (iii) at least 15% the time of the Borrowing Base immediately such transaction (A) both before and immediately after giving effect to such Investment; (l) to the extent constituting Investmentsthereto, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefromshall have occurred and be continuing, (iiB) after giving pro forma effect the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 10.09(d) (including any Indebtedness of the Acquired Entity that is assumed by Borrower or any of its Subsidiaries following such Investmentacquisition and any payments following such acquisition pursuant to earnout provisions or similar obligations) shall not in the aggregate exceed $20,000,000, (C) Borrower shall have delivered a certificate of the Principal Financial Officer certifying as to the substance of the foregoing clauses (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) and containing reasonably detailed calculations in support thereof, in form and substance reasonably satisfactory to Lender, and (D) Borrower shall comply, and shall cause the Leverage Ratio Acquired Entity to comply, with the applicable provisions of Section 9.12 and the Security Documents; and (as of e) in addition to investments permitted by paragraphs (a) through (d) above, additional investments, loans and advances by Borrower and its Subsidiaries; provided that the end of the most recently ended fiscal quarter aggregate amount invested, loaned or fiscal year for which financial statements have been delivered advanced pursuant to Section 8.01(athis paragraph (e) (determined without regard to any write-downs or Section 8.01(b)write-offs of such investments, loans and advances) shall does not be greater than 2.50 to 1.00exceed $100,000 in the aggregate.

Investments, Loans and Advances. The Borrower will not, nor and will it not permit any of the Restricted Subsidiaries Subsidiary to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements financial statements referred to in Section 7.04(a) or which are disclosed to the Lenders in Schedule 9.05;. (b) accounts receivable and extensions of trade credit arising in the ordinary course of business and payable in accordance with customary trade terms;business. (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof;. (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades no lower than A-2 or P-2 by S&P or Xxxxx’x;, respectively. (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s most recent financial reports) ), and has a short term deposit rating of no lower than A2 A-2 or P2P-2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively;. (f) deposits in purchases of the securities of money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e);. (g) Investments made by after the Effective Date (i) by the Borrower in any Credit Party in or to any other Credit Party and Restricted Subsidiary of the Borrower which is a Guarantor, (ii) by any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause Borrower or any Guarantor, or (ii), iii) by the Borrower or any Restricted Subsidiary in Immaterial Subsidiaries in an aggregate amount at any time outstanding not to exceed $2,500,000. (h) loans or advances to employees, consultants, officers or directors of the Borrower or any of the Restricted Subsidiaries, in each case in the aggregate the greater ordinary course of (x) business and consistent with past practices, so long as such Investments do not exceed $75,000,000 and (y) 3.0% of the Borrowing Base 1,000,000 at any time outstanding;. (hi) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02;in favor of the Borrower or any of the Restricted Subsidiaries. (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted SubsidiariesAPL, provided that (i) the aggregate amount of all such Investments at any one time other than those permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; clause (p) to the extent constituting an Investmentbelow, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11and/or ARP, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that so long as (i) no Borrowing Base deficiency, Default or Event of Default has occurred, occurred and is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, the Borrower is in Pro Forma Compliance with Section 9.01(a), (Aiii) after giving effect to such Investment, Availability is not less than ten percent (10%) of the aggregate Commitments of the Lenders and (iv) any additional APL Units or ARP Units acquired by any Loan Party in connection with such Investment become Qualifying APL Units or Qualifying ARP Units, as applicable, on the date of such Investment. (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person or any other Investment in or to any other Person, provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) no Commitment Deficiency exists at such time or would result therefrom; (iii) such Person is principally engaged in a Permitted Business; (iv) after giving effect to such Investment, the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 9.01(a); (v) the Liquidity is an aggregate amount equal of all such Investments made after the Effective Date shall not exceed $10,000,000 at any one time outstanding; and (vi) a first priority perfected Lien shall be granted to at least 15% the Administrative Agent for the benefit of the Borrowing BaseLenders in such acquired assets or Equity Interests except to the extent such assets are subject to Liens permitted by Section 9.03(e). (l) Investments permitted by Section 9.04. (m) capital stock, promissory notes and other similar non-cash consideration received by the Borrower or any Restricted Subsidiary in connection with any transaction permitted by Section 9.11. (n) Investments in Swap Agreements relating to the business and finances of the Borrower or any Restricted Subsidiary and not for purposes of speculation. (o) Investments (including debt obligations and capital stock) received in connection with the bankruptcy or reorganization, or in settlement of delinquent obligations, of, and other disputes with, customers, suppliers and other Persons obligated to the Borrower or any Restricted Subsidiary. (Bp) Investments in APL General Partner to the Leverage Ratio extent (i) such Investment proceeds are used by APL General Partner to maintain a 2.0% general partnership interest in APL, (ii) no Default or Event of Default has occurred and is continuing or would result from such Investment and (iii) no Commitment Deficiency exists at such time or would result from such Investment. (q) Investments made from net proceeds from the sale of Equity Interests so long as (i) any such Investment is made within 135 days after the receipt of the end such net proceeds, (ii) no Default or Event of the most recently ended fiscal quarter Default has occurred and is continuing or fiscal year for which financial statements have been delivered pursuant to Section 8.01(awould result from such Investment and (iii) no Commitment Deficiency exists at such time or Section 8.01(b)) shall not be greater than 2.50 to 1.00would result from such Investment.

Investments, Loans and Advances. The Borrower Neither the Company nor any Subsidiary will not, nor will it permit any of the Restricted Subsidiaries to, make or permit to remain outstanding any Investments loans or advances to or investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either investments, loans or advances reflected in the Financial Statements or which are disclosed to the Lenders Banks in Schedule 9.059.03; (b) investments in additional Oil and Gas Properties and gas gathering systems related thereto; (c) accounts receivable arising out of the sale of Hydrocarbons, other assets or services in the ordinary course of business and payable in accordance with customary trade termsbusiness; (cd) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (de) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades A2 or higher by S&P or Xxxxx’xP2 or higher by Xxxxx'x; (ef) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender Bank or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, thereof and has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000.00 (as of the date of such Bank's or bank or trust company’s 's most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, time by S&P or Xxxxx’xXxxxx'x, respectively; (f) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e); (g) Investments made advances to operators under operating agreements entered into by (i) the Company or any Credit Party in or to any other Credit Party and (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case ordinary course of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstandingbusiness; (h) Investments repurchase agreements of any commercial banks in stockthe United States and Canada, obligations if the commercial paper of such bank or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor bank holding company of which such bank is a wholly-owned subsidiary is rated in respect the highest rating categories of such obligations S&P, Xxxxx'x or upon any other rating agency satisfactory to the enforcement of such obligations or of any Lien securing such obligationsMajority Banks, that are fully secured by securities described in Section 9.03(d); (i) Investments constituting Debt permitted under eurodollar investments maturing within one (1) year with financial institutions meeting the qualifications established in Section 9.029.03(f); (j) other Investments investments, loans or advances in the aggregate not to exceed $40,000,000 in the aggregate Special Purpose Subsidiaries outstanding at any one time, including any investments, loans or advances outstanding in a Subsidiary when such Subsidiary is designated as a Special Purpose Subsidiary (for purposes of this Section 9.03(j) and Section 9.03(k), the amount of any investment, loan or advance shall be the original amount thereof plus all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect thereto, less (x) in the case of any loan or advance, any repayment of the principal thereof and (y) in the case of any equity investment, any return of such equity investment to the Person that made such equity investment (such as by dividend, distribution or repurchase of such equity investment)); (k) Investments investments, loans or advances in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments outstanding at any one time permitted by this Section 9.05(k) shall not to exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 157.5% of the Borrowing Base immediately before consolidated assets of the Company in Subsidiaries that are not Special Purpose Subsidiaries and immediately after giving effect are not Subsidiaries described in Section 9.03(l) (for purposes of Section 9.03(j) and this Section 9.03(k), the amount of any investment, loan or advance shall be the original amount thereof plus all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect thereto, less (x) in the case of any loan or advance, any repayment of the principal thereof and (y) in the case of any equity investment, any return of such equity investment to the Person that made such Investmentequity investment (such as by dividend, distribution or repurchase of such equity investment)); (l) investments, loans or advances by the Company or any of its Subsidiaries in or to the extent constituting Investments, investments Subsidiaries listed on Schedule 9.01(h) for investment by such Person in either direct ownership interests in additional Oil and Gas Properties or in Persons owning, as its principle assets, Oil and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production businessGas Properties; (m) Investments (i) to the extent the consideration for investments in loan participations purchased from a bank with which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent deposits may be made within 150 days of the closing of such offeringunder Section 9.03(f), in each case in (A) joint ventures engaging in businesses conducted by companies in provided that the oil remaining term of any such participation at the time such participation is bought must be 90 days or less and gas industry, (B) any Unrestricted Subsidiary that the borrower obligated to pay such loan must then have a credit rating of A2 or non-Guarantor Restricted Subsidiary higher from S&P or (C) any other Person of P2 or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiarieshigher from Xxxxx'x on such borrower's short term obligations; (n) Permitted Acquisitions remarketed certificates of participation sold in private placements, representing undivided interests in the assets of a trust or similar entity owning debt instruments, provided that such certificates of participation have received a credit rating of A2 or higher from S&P or of P2 or higher from Xxxxx'x and any customary xxxx xxxxxxx money deposits made are payable in connection with a proposed Permitted Acquisition or other Investment permitted hereunderfull within 90 days after purchase; (o) Investments held money market funds which can be liquidated on a daily basis, provided that at the time in question such money market funds have been specifically approved by a Person acquired in a Permitted Acquisition to the extent that Agent and such Investments were approval has not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisitionbeen withdrawn; (p) to asset backed securities with an average life of 24 months or less and rated in one of the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition top two rating categories of Xxxxx'x or other Investment permitted hereunderS&P; (q) corporate notes or bonds rated A3 or better by Xxxxx'x or A- or better by S&P maturing within one year; (r) at such time when no Loans and LC Exposure are outstanding, the contribution investments permitted by Sections 9.03(d), (e), (f), (i), (n) or (o) may have maturities of all two years or part of the Credit Parties’ Water Services Assets to the Riptide Entitiesless; and (rs) other Investments without limit to investments approved in writing by the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00Majority Banks.

Investments, Loans and Advances. The Borrower Parent will not, nor and will it not permit any of the Restricted Subsidiaries other Credit Party to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05;. (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade terms;business. (c) direct obligations of the United States States, Canada, or any agency thereof, or obligations guaranteed by the United States States, Canada, or any agency thereof, in each case maturing within one year from the date of creation thereof;. (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades no lower than A2 or P2 by S&P S&P, Mxxxx’x, Dominion Bond Rating Service Limited or Xxxxx’x;Canada Bond Rating Service. (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States or Canada of any other bank or trust company which is organized under the laws of the United States or any state thereof or Canada or any province thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P S&P, Mxxxx’x, Dominion Bond Rating Service Limited or Xxxxx’x, respectively;Canada Bond Rating Service. (f) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e);. (gi) Investments made by (i) any Credit Party in or to any other Credit Party Party; and (ii) Investments made by any Credit Party in a Restricted Subsidiary that is or to Unrestricted Subsidiaries not a Credit Party, to exceed $200,000,000 in the case of aggregate at any time outstanding; provided that, with respect to this clause (ii), (A) both before and immediately after giving effect to any such Investment, no Default shall exist, and (B) after giving effect to any such Investment, the Borrowing Base Utilization Percentage shall not exceed ninety percent (90%). (h) subject to exceed the limits in Section 9.06(a), Investments (including, without limitation, capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by a Credit Party with others in the ordinary course of business; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired in the ordinary course of business and on fair and reasonable terms and (iii) such venture interests acquired and capital contributions made (valued as of the date such interest was acquired or the contribution made) do not exceed, in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding;outstanding an amount equal to $2,000,000. (hi) Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business; provided that no Default shall have occurred and be continuing or would result therefrom. (j) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations debts or upon the enforcement of such obligations or any Lien in favor of any Lien securing such obligations;Credit Party; provided that the Parent shall give the Administrative Agent prompt written notice in the event that the aggregate amount of all Investments held at any one time under this Section 9.05(j) exceeds $1,000,000. (i) Investments constituting Debt permitted under Section 9.02; (jk) other Investments not to exceed $40,000,000 50,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, time outstanding; provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and that: (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately both before and immediately after giving effect to any such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil no Default exists, and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to any such Investment, the Borrowing Base Utilization Percentage shall not exceed ninety percent (A90%). (l) the Liquidity is an amount equal to at least 15% Investments made with all or a portion of the Borrowing Base, and (B) Available Amount on the Leverage Ratio (as date that a Responsible officer of the end Parent elects to apply all or a portion thereof to this Section 9.05(l), such election to be specified in a written notice of a Responsible Officer of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant Parent calculating in reasonable detail the amount of Available Amount immediately prior to Section 8.01(a) or Section 8.01(b)) shall not such election and the amount thereof elected to be greater than 2.50 to 1.00so applied.

Investments, Loans and Advances. The Borrower and the Parent will not, nor and will it not permit any of the Restricted Subsidiaries other Loan Party to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or disclosed made prior to the Lenders in Effective Date that are disclosed on Schedule 9.05; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) Investments in cash or direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P or Xxxxx’x; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively; (f) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e); (g) Investments made by (i) made by the Borrower or any Credit other Loan Party in any Person that, prior to the making of such Investment is a Loan Party or (ii) made by any Loan Party in or to the Borrower or any other Credit Loan Party and (ii) any Credit Party in that, prior to such Investment, is a Restricted Subsidiary that is not a Credit Loan Party, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; (h) Investments (other than in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries) so long as both before, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to to, any such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto Investment no Default or related to Event of Default exists or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments would exist (i) to the extent (X) the consideration for which consists solely of Equity Interests (other than Disqualified Capital Stock) of the Borrower a Loan Party or warrants, options or other rights to purchase or acquire such Equity Interests of the Borrower, a Loan Party (iiother than Disqualified Capital Stock) or (Y) with up to 100% of the net cash proceeds of an offering or issuance from a substantially concurrent (within 60 days) sale of Equity Interests by the Borrower (to the extent made within 150 days other than Disqualified Capital Stock) of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary a Loan Party or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity unused portion of the Commitments is an amount equal to at least 15or greater than 20% of the Borrowing Base, total Commitments and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter is less than or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00.equal to

Investments, Loans and Advances. The Neither the Borrower nor any Subsidiary will not, nor will it permit any of the Restricted Subsidiaries to, make or permit to remain outstanding any Investments loans or advances to or investments in or to any Person, except that the foregoing restriction shall not apply to:to (with respect to the Borrower or any Active Subsidiary): (a) the Investments existing on the Closing Date and either investments, loans or advances reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.056.03; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P Standard & Poor’s Corporation or Xxxxx’xXxxxx’x Investors Service, Inc.; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 (as of the date of such Lender’s or bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P Standard & Poor’s Corporation or Xxxxx’xXxxxx’x Investors Service, Inc., respectively; (f) deposits in money market funds investing exclusively in Investments investments described in Section 9.05(cSections 6.03(c), Section 9.05(d(d) or Section 9.05(e(e); (g) Investments investments, loans or advances made by (i) any Credit Party the Borrower in or to its Active Subsidiaries and investments, loans or advances made by any other Credit Party and (ii) any Credit Party Active Subsidiary in a Restricted Subsidiary that is not a Credit Partyor to the Borrower or another Active Subsidiary, in each case as long as such Active Subsidiary is a Guarantor under this Agreement; (h) advances to employees of the case Borrower or any Active Subsidiary for the payment of this clause (ii)expenses in the ordinary course of business, not to exceed $150,000.00 in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any one time outstanding; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments investments, loans or advances not to exceed $40,000,000 7,500,000.00 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (rj) other Investments without limit Hedging Agreements permitted to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered be incurred pursuant to Section 8.01(a) 6.01(f). Notwithstanding the foregoing, on or Section 8.01(b)) shall not be greater than 2.50 after the Closing Date neither the Borrower nor any Subsidiary will make any additional loans or advances to 1.00or investments in Madisonville or any Inactive Subsidiary.

Investments, Loans and Advances. The Borrower will not, nor and will it not permit any of the Restricted Subsidiaries to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05;9.05 and any refinancings or replacements thereof, provided that the amount of such Investment is not increased. (b) accounts receivable arising in the ordinary course of business and payable endorsements of negotiable instruments for deposit and collection in accordance with customary trade terms;the ordinary course of business. (c) readily marketable direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof;. Index (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades by S&P or Xxxxx’x;. (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively;, or, in the case of any Foreign Subsidiary, a bank organized in a jurisdiction in which the Foreign Subsidiary conducts operations having assets in excess of $500,000,000 (or its equivalent in another currency). (f) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e);. (g) Investments made by (measured on a cost basis) (i) made by the Borrower or any Credit Party Guarantor in or to the Borrower or any other Credit Party and Guarantor, (ii) made by any Credit Party Subsidiary in a or to the Borrower or any Guarantor and (iii) made by the Borrower or any Guarantor in or to all other Subsidiaries which are not Guarantors which, together with the guaranties permitted by Section 9.02(h)(B), do not at the time of making any such Investment, exceed 2.5% of the consolidated quarterly revenues of the Borrower and the Restricted Subsidiary Subsidiaries for the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 8.01(a) or 8.01(b); provided that is Investments made pursuant to the UK Cost Overrun Guarantee shall not a Credit Party, in the case of be permitted to be made under this clause (iiiii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding;. (h) Investments (including, without limitation, capital contributions) in stock, obligations general or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy limited partnerships or other insolvency proceeding types of entities (each a “venture”) entered into by the Borrower or any of the obligor Restricted Subsidiaries with others; provided that (i) any such venture is engaged exclusively in respect oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms and (iii) such venture interests acquired and capital contributions made (valued as of the date such obligations interest was acquired or upon the enforcement of such obligations or of contribution made) do not exceed, in the aggregate at any Lien securing such obligations;time outstanding, an amount equal to $15,000,000. (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business;business located within the geographic boundaries of the United States of America. (j) the contribution to Carrizo UK Huntington of the North Sea Properties. (k) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to the Borrower or any Restricted Subsidiary as a result of a bankruptcy or other insolvency proceeding of the obligor Index in respect of such debts or upon the enforcement of any Lien in favor of the Borrower or any of its Restricted Subsidiaries. (l) prepayments on drilling contracts, deposits made for Property acquisitions and advance payments made on undeveloped leases and for configuration of gathering systems or otherwise, in each case in the ordinary course of business of the Borrower and the Restricted Subsidiaries. (m) Investments made as a result of the receipt of non-cash consideration in connection with any disposition of Property permitted hereunder. (n) Investments (i) to the extent the consideration for which consists solely of common Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire common Equity Interests of the Borrower, Borrower or (ii) with up to 100% of the net cash proceeds of an offering or issuance of common Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person Person, so long as, immediately after giving effect to any such Investment made pursuant to this clause (C), Availability is equal to or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder;greater than 30% of the Borrowing Base. (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition the purchase, lease or other acquisition of tangible assets of any Person, and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations investments made in connection with a Transfer permitted by Section 9.11the purchase, Permitted Acquisition lease or other Investment permitted hereunder; (q) the contribution of all or part acquisition of the Credit Parties’ Water Services Assets to Equity Interests of any Person (including by the Riptide Entitiesmerger or consolidation of such Person into the Borrower or any of the Restricted Subsidiaries); and (r) other Investments without limit to the extent provided that (i) no Borrowing Base deficiency, Default or Event any newly acquired Material Domestic Subsidiary shall promptly comply with the requirements of Default has occurred, is continuing or would result therefromSection 8.13(b), (ii) no Default exists immediately before and immediately after giving pro forma effect to such Investment and (iii) after giving effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of Borrower shall be in pro forma compliance with the Borrowing Base, and (B) the Leverage Ratio (covenants set forth in Section 9.01 as of the end last day of the fiscal quarter most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b), as the case may be, with such covenants being calculated as if such acquisition had occurred on the first day of the period of four consecutive fiscal quarters ending on such day. (p) shall Investments by the Borrower or any of the Restricted Subsidiaries consisting of profit interests in Avista JV Partner and Investments received by the Borrower or any of the Restricted Subsidiaries in exchange for such profit interests in connection with a merger, conversion, consolidation or other combination of Avista JV Partner with another Person. (q) other Investments made after the Effective Date (including Investments in Unrestricted Subsidiaries and Foreign Restricted Subsidiaries made after the Effective Date) not be greater than 2.50 to 1.00exceed $80,000,000 (measured on a cost basis) in the aggregate at any time; provided that no Event of Default exists or would result from such Investment.

Investments, Loans and Advances. The Borrower will not, nor and will it not permit any of the Restricted Subsidiaries Subsidiary to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements financial statements referred to in Section 7.04(a) or which are disclosed to the Lenders in Schedule 9.05;. (b) accounts receivable and extensions of trade credit arising in the ordinary course of business and payable in accordance with customary trade terms;business. (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof;. (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades no lower than A-2 or P-2 by S&P or Xxxxx’x;Moody’s, respectively. (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s most recent financial reports) ), and has a short term deposit rating of no lower than A2 A-2 or P2P-2, as such rating is set forth from time to time, by S&P or Xxxxx’xMoody’s, respectively;. (f) deposits in purchases of the securities of money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e);. (g) Investments made by after the Effective Date (i) by the Borrower in any Credit Party in or to any other Credit Party and Restricted Subsidiary of the Borrower which is a Guarantor, (ii) by any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause Borrower or any Guarantor, (ii), iii) by the Borrower or any Restricted Subsidiary in any Unrestricted Subsidiary in an aggregate amount in all such Unrestricted Subsidiaries at any time outstanding not to exceed $5,000,000, and (iv) by the Borrower or any Restricted Subsidiary in Immaterial Subsidiaries in an aggregate amount at any time outstanding not to exceed $5,000,000. (h) loans or advances to employees, consultants, officers or directors of the Borrower or any of the Restricted Subsidiaries, in each case in the aggregate the greater ordinary course of (x) business and consistent with past practices, so long as such Investments do not exceed $75,000,000 and (y) 3.0% of the Borrowing Base 1,000,000 at any time outstanding;. (hi) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02;in favor of the Borrower or any of the Restricted Subsidiaries. (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted SubsidiariesAPL, provided that (i) the aggregate amount of all such Investments at any one time other than those permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; clause (p) to the extent constituting an Investmentbelow, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11and/or ARP, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that so long as (i) no Borrowing Base deficiency, Default or Event of Default has occurred, occurred and is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, the Borrower is in Pro Forma Compliance with (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, Section 9.01 and (B) the Leverage a minimum Recognized Value Ratio of 2.00 to 1.00, (as iii) after giving effect to such Investment, Availability is not less than ten percent (10%) of the end aggregate Commitments of the most recently ended fiscal quarter Lenders and (iv) any additional APL Units or fiscal year for which financial statements have been delivered pursuant ARP Units acquired by any Loan Party in connection with such Investment become Qualifying APL Units or Qualifying ARP Units, as applicable, on the date of such Investment. (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person or any other Investment in or to Section 8.01(aany other Person, provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Section 8.01(b)Event of Default exists or would result therefrom; (ii) shall not be greater than 2.50 to 1.00.no Commitment Deficiency exists at such time or would result therefrom; (iii) such Person is principally engaged in a Permitted Business;

Investments, Loans and Advances. The Borrower will not, nor and will it not permit any of the Restricted Subsidiaries Subsidiary to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) any Investment in (i) the Borrower, (ii) any Restricted Subsidiary, or (iii) any Unrestricted Subsidiary if, after giving effect to such Investment, such Unrestricted Subsidiary becomes a Restricted Subsidiary and complies with the requirements of Section 8.16; (b) Investments existing on the Closing Date and either reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05; (bc) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (cd) direct obligations of the United States U.S. or any agency thereof, or obligations guaranteed by the United States U.S. or any agency thereof, in each case maturing within one year from the date of creation thereof; (de) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades no lower than A1 or P1 by S&P or Xxxxx’x; (ef) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States U.S. of any other bank or trust company which is organized under the laws of the United States U.S. or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively; (fg) deposits in money market funds investing exclusively primarily in Investments described in Section 9.05(c9.05(d), Section 9.05(d9.05(e) or Section 9.05(e9.05(f); (g) Investments made by (i) any Credit Party in or to any other Credit Party and (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; (h) any Investments received (i) in stockcompromise or resolution of obligations of trade creditors or customers that were incurred in the ordinary course of business of the Borrower or the Restricted Subsidiaries, including (A) obligations of financially troubled account debtors to the extent reasonably necessary in order to prevent or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing limit loss and (B) pursuant to any Credit Party plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer, (ii) in compromise or resolution of litigation, arbitration or other disputes, or (iii) on account of any claim against, or an interest in, any other Person (A) acquired in good faith in connection with or as a result of a bankruptcy bankruptcy, workout, reorganization or recapitalization of such other insolvency proceeding Person or (B) as a result of a bona fide foreclosure by the Borrower or any of the obligor in Restricted Subsidiaries with respect of such obligations or upon the enforcement of such obligations or of to any Lien securing such obligationsclaim against any other Person; (i) any Investment consisting of extensions of credit including, without limitation, accounts receivables or notes receivables arising from the grant of trade credit or prepayments or similar transactions, if created or acquired in the ordinary course of business and Investments constituting Debt permitted under Section 9.02received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) subject to the extent constituting Investmentslimits in Section 9.06, investments Investments in direct ownership interests in additional Oil and Gas Properties Properties, gas gathering, processing and gas gathering transportation systems related thereto or related to or made pursuant to and all other assets contemplated by the requirements permitted business of farm-outthe Borrower located within the geographic boundaries of the U.S.; (k) entry into operating agreements, working interests, royalty interests, mineral leases, processing agreements, farm-inout agreements, joint operatingcontracts for the sale, joint venture transportation or exchange of oil and natural gas, unitization agreements, pooling arrangements, area of mutual interest agreements, gathering systems, pipelines production sharing agreements or other similar arrangements which are or become usual customary agreements, transactions, properties, interests or arrangements, and customary Investments and expenditures in connection therewith or pursuant thereto, in each case made or entered into in the ordinary course of the oil and gas exploration business, excluding, however, Investments in other Persons; (l) Letters of Credit issued hereunder to support Debt or other obligations of any Unrestricted Subsidiary or any JV Entity in an aggregate face amount at any time outstanding not exceeding the remainder of (i) the Unrestricted Subsidiary Maximum Cash Investment Amount minus (ii) the aggregate amount of Investments of cash in Unrestricted Subsidiaries pursuant to Section 9.05(m); provided, that for the avoidance of doubt the Unrestricted Subsidiary Maximum Cash Investment Amount shall not apply to (x) Investments described in the Xxxxxxx/Century Midstream JV Transaction, which Investments are governed by Section 9.05(n) and production business(y) Investments described in the SN Services Transaction, which Investments are governed by Section 9.05(o); (m) Investments in Unrestricted Subsidiaries other than SN Midstream and SN Services (excluding Letters of Credit to support Debt or other obligations of Unrestricted Subsidiaries and JV Entities, which shall be permitted only to the extent permitted under Section 9.05(l)) comprised of (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, Eligible Midstream Assets and (ii) with up to 100% cash in an aggregate amount at any time outstanding not exceeding the remainder of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, Unrestricted Subsidiary Maximum Cash Investment Amount minus (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiariesthe aggregate face amount outstanding of Letters of Credit issued pursuant to Section 9.05(l); (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunderthe Investments contemplated by the Xxxxxxx/Century Midstream JV Transaction; (o) the Investments held contemplated by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition;SN Services Transaction; and (p) to Guaranties by a Loan Party of any Investment of the extent constituting an Investmenttype described in clauses (a), escrow deposits to secure indemnification obligations in connection with a Transfer (b), (j), (k), (l), (m), (n) and (o) of this Section 9.02; provided, however, that none of the foregoing shall involve the incurrence of any Debt not permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.009.02.

Investments, Loans and Advances. The Borrower will not, nor and will it not permit any of the Restricted Subsidiaries Subsidiary to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to:to the following (each a “Permitted Investment” and collectively, “Permitted Investments”): (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05; (b) accounts receivable and extensions of trade credit arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades no lower than A-2 or P-2 by S&P or Xxxxx’x, respectively; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s most recent financial reports) ), and has a short term deposit rating of no lower than A2 A-2 or P2P-2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively; (f) deposits in purchases of the securities of money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e); (g) Investments made by after the Effective Date (i) by the Borrower in any Credit Party in or to any other Credit Party and Restricted Subsidiary of the Borrower which is a Guarantor, (ii) by any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause Borrower or any Guarantor, (ii), iii) by the Borrower or any Restricted Subsidiary in any Unrestricted Subsidiary in an aggregate amount in all such Unrestricted Subsidiaries at any time outstanding not to exceed in the aggregate the greater of (x) $75,000,000 31,250,000, and (yiv) 3.0% of by the Borrowing Base Borrower or any Restricted Subsidiary in Immaterial Subsidiaries in an aggregate amount at any time outstandingoutstanding not to exceed $18,750,000; (h) Investments (including, without limitation, capital contributions) in stockthe Designated Partnerships; provided that such Investments shall consist solely of (i) contributions of land (other than Oil and Gas Properties evaluated in the most recent Reserve Report), obligations (ii) loans to a Designated Partnership, and/or (iii) other cash Investments so long as, after giving effect to such cash Investment, no Default or securities received in settlement Event of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a Default has occurred and is continuing or would result of a bankruptcy or other insolvency proceeding of the obligor in respect of therefrom and no Borrowing Base Deficiency exists at such obligations or upon the enforcement of such obligations or of any Lien securing such obligationstime; (i) Investments constituting Debt permitted under Section 9.02; (jincluding, without limitation, capital contributions) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted SubsidiariesUndesignated Partnerships, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies so long as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, occurred and is continuing or would result therefrom, (ii) after giving pro forma effect to no Borrowing Base Deficiency exists at such Investment, time and (Aiii) the Liquidity is an aggregate amount equal to at least 15% of such Investments made after the Effective Date (net of the Borrowing Baseamount of cash dividends, other cash distributions and (Breturns of capital received by any Loan Party in respect of such Investments) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall does not be greater than 2.50 to 1.00.exceed $37,500,000;

Investments, Loans and Advances. The Neither the Borrower nor any Subsidiary will not, nor will it permit any of the Restricted Subsidiaries to, make or permit to remain outstanding any Investments loans or advances to or investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either investments, loans or advances reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.059.03; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P Standard & Poor's Corporation or Xxxxx’xXxxxx'x Investors Service, Inc.; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000.00 (as of the date of such Lender's or bank or trust company’s 's most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P Standard & Poor's Corporation or Xxxxx’xXxxxx'x Investors Service, Inc., respectively; (f) deposits in money market funds investing exclusively in Investments investments described in Section 9.05(c9.03(c), Section 9.05(d9.03(d) or Section 9.05(e9.03(e); (g) Investments made by (i) any Credit Party in other investments, loans or to any other Credit Party and (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments advances not to exceed $40,000,000 500,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00.

Investments, Loans and Advances. The Borrower will not, nor and will it not permit any of the Restricted Subsidiaries Subsidiary to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P or Xxxxx’xMoody’s; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’xMoody’s, respectivelyrespectively or, in the case of any Foreign Subsidiary, a bank organized in a jurisdiction in which the Foreign Subsidiary conducts operations having assets in excess of $500,000,000 (or its equivalent in another currency); (f) deposits in money market funds investing exclusively in Investments described in Section ‎Section 9.05(c), Section ‎Section 9.05(d) or Section ‎Section 9.05(e); (g) Investments made by (i) any Credit Party the Borrower in or to any other Credit Party and (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Party, or by any Restricted Subsidiary in the case of this clause (ii), not or to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstandinganother Restricted Subsidiary; (h) Investments subject to the restrictions set forth in stock, obligations or securities received in settlement the last paragraph of debts arising from Investments permitted under this Section 9.05 owing and to any Credit Party as a result the limits in Section 9.06, Investments in direct ownership interests in additional Oil and Gas Properties, gas gathering, processing and transportation systems and all other assets contemplated by the permitted business of a bankruptcy or other insolvency proceeding Borrower located within the geographic boundaries of the obligor in respect United States of such obligations or upon the enforcement of such obligations or of any Lien securing such obligationsAmerica and Canada; (i) subject to the restrictions set forth in the last paragraph of this Section 9.05, entry into operating agreements, working interests, royalty interests, mineral leases, processing agreements, farm-out agreements, contracts for the sale, transportation or exchange of oil and natural gas, unitization agreements, pooling arrangements, area of mutual interest agreements, production sharing agreements or other similar or customary agreements, transactions, properties, interests or arrangements, and Investments constituting and expenditures in connection therewith or pursuant thereto, in each case made or entered into in the ordinary course of the oil and gas business, excluding, however, Investments in other Persons; provided, however, that none of the foregoing shall involve the incurrence of any Debt not permitted under Section by ‎Section 9.02; (j) other Investments loans and advances to directors, officers and employees in connection with the acquisition of Equity Interests in the Borrower or any Restricted Subsidiary and loans and advances to directors, officers and employees permitted by applicable law not to exceed $40,000,000 500,000 in the aggregate at any time; (k) Investments travel advances in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount ordinary course of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investmentbusiness; (l) repurchase agreements of a commercial bank in the United States or Canada if the commercial paper of such bank or of the bank holding company of which such bank is a wholly owned subsidiary is rated in the highest rating categories of S&P, Moody’s, or any other rating agency satisfactory to the extent constituting InvestmentsRequired Lenders, investments that are fully secured by securities described in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production businessSection 9.04; (m) Investments in stock of publicly traded companies (iother than GreenHunter Energy, Inc.) not to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies exceed $1,000,000 in the oil and gas industry, (B) aggregate outstanding at any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiariestime; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made Investments arising from the endorsement of financial instruments in connection with a proposed Permitted Acquisition or other Investment permitted hereunderthe ordinary course of business; (o) Investments held guarantees permitted under Section 9.02 and guarantees by a Person acquired the Borrower of obligations of Restricted Subsidiaries incurred in a Permitted Acquisition to the extent that such Investments were ordinary course of business and not made in contemplation respect of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted AcquisitionDebt; (p) Investments by the Borrower or any Restricted Subsidiaries in Unrestricted Subsidiaries (other than Eureka Hunter Holdings, LLC or its Subsidiaries), not to exceed (i) $12,500,000 in the extent constituting an Investmentcalendar year ending December 31, escrow deposits to secure indemnification obligations 2013 and (ii) $7,500,000 in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunderany calendar year thereafter; (q) Investments in Eureka Hunter Holdings, LLC (or another direct or indirect Subsidiary of Eureka Hunter Holdings, LLC), whether such Subsidiaries are Restricted Subsidiaries or Unrestricted Subsidiaries, in an aggregate amount at any one time outstanding not to exceed (i) $32,000,000 (excluding the contribution Investments in such Persons existing on the Effective Date as set forth on Schedule 9.05), so long as, with respect to the Investments made on or after the Effective Date, (A) such Investments are made before December 31, 2013 and (B) at the time of all and after giving effect to each such Investment, availability under the Borrowing Base is equal to or part greater than $75,000,000, provided that to the extent the Borrower reasonably determines that funds in excess of such amount are necessary for the construction, operation, maintenance or expansion of the Credit Parties’ Water Services Assets Eureka Hunter Pipeline or any related natural gas processing plants (including the financing of the foregoing), the Borrower may distribute such excess funds to Eureka Hunter Holdings, LLC or such other Subsidiary for the purpose of paying any such construction, operation, maintenance or expansion expenses of the Eureka Hunter Pipeline or such natural gas processing plants (including the costs, expenses, fees or other amounts relating to the Riptide Entities; andfinancing of the foregoing), so long as such funds are net cash proceeds from the offering of common or preferred equity securities by the Borrower on or after August 1, 2013, except to the extent such funds were previously utilized to make redemptions of Series C preferred stock pursuant to Section 9.04(e), or such payment is made in the form of the issuance of stock, and (ii) in any calendar year ending after December 31, 2013, $2,000,000 (excluding the Investments in such Persons existing on the Effective Date as set forth on Schedule 9.05), provided that to the extent the Borrower reasonably determines that funds in excess of such amount are necessary for the construction, operation, maintenance or expansion of the Eureka Hunter Pipeline or any related natural gas processing plants (including the financing of the foregoing), the Borrower may distribute such excess funds to Eureka Hunter Holdings, LLC or such other Subsidiary for the purpose of paying any such construction, operation, maintenance or expansion expenses of the Eureka Hunter Pipeline or such natural gas processing plants (including the costs, expenses, fees or other amounts relating to the financing of the foregoing), so long as (A) such funds are net cash proceeds from the offering of common or preferred equity securities by the Borrower on or after August 1, 2013, except to the extent such funds were previously utilized to make redemptions of Series C preferred stock pursuant to Section 9.04(e), or such payment is made in the form of the issuance of stock and (B) at the time of and after giving effect to each such Investment, availability under the Borrowing Base is equal to or greater than 5% of the Borrowing Base then in effect; (r) other Investments without limit To the extent the Eureka Hunter Pipeline is owned by Eureka Hunter Pipeline J.V. and prior to the extent that occurrence and continuance of an Event of Default, investments by Eureka Hunter Pipeline Partners in Eureka Hunter Pipeline J.V., not to exceed the amount the Borrower is permitted to invest in Eureka Hunter and Eureka Hunter Pipeline Partners pursuant to Section 9.05(q); (s) Investments in GreenHunter Energy, Inc. consisting of (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, 1,846,722 common shares and 88,000 Series C preferred shares and (ii) after giving pro forma effect to such Investmentthat certain Promissory Note, (A) dated February 17, 2012, in the Liquidity is an original principal amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00.$2,200,000;

Investments, Loans and Advances. The Borrower will not, nor will it permit any None of the Restricted Subsidiaries toBorrower, the Parent or any Subsidiary will make or permit to remain outstanding any Investments loans or advances to or investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either investments, loans or advances reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05SCHEDULE 9.03; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P Standard & Poor's Corporation or Xxxxx’xXxxxx'x Investors Service, Inc.; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000.00 (as of the date of such Lender's or bank or trust company’s 's most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P Standard & Poor's Corporation or Xxxxx’xXxxxx'x Investors Service, Inc., respectively; (f) deposits in money market funds investing exclusively in Investments investments described in Section 9.05(c9.03(c), Section 9.05(d9.03(d) or Section 9.05(e9.03(e); (g) Investments loans made by (i) any Credit Party in the Borrower to the Parent to pay federal or to any state taxes, payroll and payroll related taxes and other Credit Party reasonable general and (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause (ii), administrative expenses not to exceed at any one time outstanding $2,000,000 in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding;aggregate; and (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of investments by the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments Borrower in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00thereto.

Investments, Loans and Advances. The Borrower will not, nor and will it not permit any of the Restricted Subsidiaries Guarantors to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P or Xxxxx’x; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively; provided that First National Bank of Albany/Breckenridge shall not be subject to the deposit rating requirement; (f) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e); (g) Investments made by (i) any a Credit Party in or to (or, with respect to Guarantees permitted under Section 9.02(i), for the benefit of) any other Credit Party and (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; (h) Investments (including, without limitation, capital contributions) in stock, obligations general or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy limited partnerships or other insolvency proceeding types of entities (each a “venture”) entered into by the Borrower or one of the obligor Guarantors with others; provided that (i) any such venture is engaged exclusively in respect oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired on fair and reasonable terms and (iii) such venture interests acquired and capital contributions made (valued as of the date such obligations interest was acquired or upon the enforcement of such obligations or of contribution made) do not exceed, in the aggregate at any Lien securing such obligationstime outstanding, an amount equal to $1,000,000; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production businessbusiness located within the geographic boundaries of the United States of America; (j) loans or advances to employees, officers, directors or managers of the Borrower, as the case may be, to the extent that such Investment is permitted by applicable law, including (to the extent applicable) Section 402 of the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of Investments under this Section 9.05(j) shall not exceed $1,000,000 in the aggregate at any time; (k) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to the Borrower or any of the Guarantors as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such debts or upon the enforcement of any Lien in favor of the Borrower or any of the Guarantors; provided that the Borrower shall give the Administrative Agent prompt written notice in the event that the aggregate amount of all Investments held at any one time under this Section 9.05(k) exceeds $500,000; (l) Debt permitted under Section 9.02(f); (m) Investments (i) consisting of Swap Agreements to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiariespermitted under Section 9.18; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits Investments made in connection with a proposed Permitted Acquisition the purchase, lease or other Investment permitted hereunderacquisition of tangible assets of any Person, and investments made in connection with the purchase, lease or other acquisition of all or substantially all of the business of any Person, or all of the Equity Interests of any Person, or any division, line of business or business unit of any Person (including by the merger or consolidation of such Person into the Borrower or any Guarantor); provided that (i) any newly acquired Subsidiary shall promptly comply with the requirements of Section 8.14(b), (ii) no Default exists before and after giving effect to such Investment, and (iii) after giving effect to such Investment, the Borrower shall be in pro forma compliance with Section 9.01; (o) Investments held permitted by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of Section 9.11 or in connection with such Permitted Acquisition and were in existence on the date of such Permitted AcquisitionSection 9.15; (p) to Investments by the extent constituting an Investment, escrow deposits to secure indemnification obligations Borrower or a Guarantor in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunderthe Equity Interests of its Subsidiaries as of the date of this Agreement; (q) Investments by a Credit Party in CPD SPE required under the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide EntitiesCPDA; and (r) other Investments without limit not to exceed $2,500,000 in the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to aggregate at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00any time.

Investments, Loans and Advances. The Borrower will not, nor and will it not permit any of the Restricted Subsidiaries Subsidiary to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing made on or prior to the Closing Date and either reflected in the Financial Statements entities described in Schedule 7.14 or disclosed to the Lenders in as set forth on Schedule 9.05; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades by S&P or Xxxxx’x; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectivelyrespectively or, in the case of any Foreign Subsidiary, a bank organized in a jurisdiction in which the Foreign Subsidiary conducts operations having in excess of $500,000,000 (or its equivalent in another currency); (f) deposits in money market funds investing exclusively primarily in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e); (g) Investments made by (i) any Credit Party made by the Borrower in or to any other Credit Party and the Guarantors, (ii) made by any Credit Party in a Restricted Subsidiary that is in or to the Borrower or any Guarantor and (iii) made by the Borrower or any Restricted Subsidiary in or to all other Subsidiaries which are not a Credit Party, Guarantors in the case of this clause (ii), an aggregate amount at any one time outstanding not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.05,000,000 or 2% of the then effective Borrowing Base at any time outstandingBase; (h) subject to the limits in Section 9.07, Investments (including, without limitation, capital contributions) in stock, obligations general or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy limited partnerships or other insolvency proceeding types of entities (each a “venture”) entered into by the Borrower or a Restricted Subsidiary with others in the ordinary course of business; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired in the ordinary course of business and on fair and reasonable terms and (iii) such venture interests acquired and capital contributions made (valued as of the obligor date such interest was acquired or the contribution made) do not exceed, in respect the aggregate at any time outstanding an amount equal to the greater of such obligations $10,000,000 or upon 5% of the enforcement of such obligations or of any Lien securing such obligationsthen effective Borrowing Base; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) subject to the extent constituting Investmentslimits in Section 9.07, investments Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production businessbusiness located within the geographic boundaries of the United States of America; (j) loans or advances to employees, officers or directors in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries, in each case only as permitted by applicable law, including Section 402 of the Sarbanes Oxley Act of 2002, but in any event not to exceed $1,000,000 in the aggregate at any time; (k) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to the Borrower or any Restricted Subsidiary as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such debts or upon the enforcement of any Lien in favor of the Borrower or any of its Restricted Subsidiaries; provided that the Borrower shall give the Administrative Agent prompt written notice in the event that the aggregate amount of all Investments held at any one time under this Section 9.05(k) exceeds $5,000,000; (l) Investments in the form of loans to third parties for the sole purpose of purchasing Oil and Gas Properties pursuant to a like-kind or reverse like-kind exchange in accordance with Section 1031 of the Code provided that (i) such loans shall not exceed $100,000,000 of principal outstanding at any one time; (ii) at all times during which such loans are outstanding the amount of unused total Commitments shall not be less than 25% of the then effective Borrowing Base; and (iii) the Oil and Gas Properties acquired with such loans shall not be included in the determination of the Borrowing Base until the Borrower or a Restricted Subsidiary takes title to such Oil and Gas Property upon consummation of the exchange; and (m) other Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests including investments in Unrestricted Subsidiaries or other Persons that Subsidiaries) if the Payment Conditions are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other satisfied at the time such Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00made.

Investments, Loans and Advances. The Borrower Company will not, nor not and will it not permit any of the Restricted its Subsidiaries to, directly or indirectly make or permit to remain outstanding own any Investments in or to any Person, except that the foregoing restriction shall not apply to: Investment except: (a) cash or cash equivalents (marketable direct obligations issued or unconditionally guaranteed and backed by the Investments existing on full faith and credit of the Closing Date United States government), bonds or other obligations of the United States of America, certificates of deposit issued by commercial banks with a minimum capital of $500,000,000, and either reflected in the Financial Statements commercial paper rated at least A-1 or disclosed to the Lenders in Schedule 9.05; P-1 and having a maturity of not more than one year; (b) Investments in Joint Ventures, provided that all such Investments described in this subsection (b), together with the Investments described in subsections (c) and (d) of this Section 8.11 do not cause the Company and its Subsidiaries to exceed the Maximum New Market Investment Amount; (c) the Investments in connection with the Kentucky Acquisition and other Investments in Permitted Acquisitions not to exceed the aggregate Purchase Price of $25,000,000 from the date hereof through the term of this Agreement (excluding the Kentucky Acquisition), provided, however, that all such Investments described in this subsection (c), together with the Investments described in subsections (b) and (d) of this Section 8.11 do not cause the Company and its Subsidiaries to exceed the Maximum New Market Investment Amount; (d) Investments in Restricted Subsidiaries, including without limitation, the Kentucky Acquisition, if applicable, provided, however, that all such Investments described in this subsection (d), together with the Investments described in subsections (b) and (c) of this Section 8.11 do not cause the Company and its Subsidiaries to exceed the Maximum New Market Investment Amount; (e) investments consisting of deposit accounts receivable arising maintained or managed by the Company or its Subsidiaries; (f) loans or advances to employees of the Company or any Subsidiary, which loans and advances shall not in the aggregate exceed $200,000 outstanding at any time; (g) Investments up to the sum of $2,000,000 on or after the date hereof in one or more mortgage companies which (i) conduct business in areas in which the Company or its Subsidiaries also conduct business and (ii) are principally in the residential mortgage lending business; (h) loans and advances evidenced by promissory notes from the purchasers of any of real property of the Company or any Subsidiary (individually which shall not exceed the purchase price paid for such property) in an amount not to exceed the aggregate sum of $2,000,000 outstanding at any time; (i) Investments in one or more Insurance Subs not to exceed the aggregate sum of $2,000,000 outstanding at any time; (j) Investments consisting of residential first mortgage loans made in the ordinary course of business and payable in accordance with customary trade terms; (c) direct obligations by the Company or a Subsidiary thereof to buyers of residences from the United States Company or any agency a Subsidiary thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; and (dk) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades by S&P or Xxxxx’x; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, with, or issued by any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereofInvestment (including Alliance Title Agency, has capital, surplus and undivided profits aggregating at least $500,000,000 (as of the date of such bank or trust company’s most recent financial reportsLtd.) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively; (f) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e); (g) Investments made by (i) any Credit Party in or to any other Credit Party and (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments $100,000 outstanding at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00time.

Investments, Loans and Advances. The Borrower will not, nor and will it not permit any of the Restricted Subsidiaries to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or disclosed to the Lenders in Schedule 9.05; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade terms;business. (cb) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof;. (dc) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P or Xxxxx’x;. (ed) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively;. (fe) deposits in money market funds investing exclusively in Investments described in Section 9.05(c9.05(b), Section 9.05(d9.05(c) or Section 9.05(e9.05(d);. (f) Investments made by a Guarantor or the Borrower in or to a Guarantor or the Borrower. (g) Subject to the limits in Section 9.06, Investments made (including, without limitation, capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or one of the Restricted Subsidiaries with others in the ordinary course of business; provided that (i) no Default or Event of Default exists at the time of, or would exist after making any Credit Party in or to any other Credit Party and such Investment, (ii) any Credit Party such venture is engaged exclusively in a Restricted Subsidiary that oil and gas exploration, development, production, processing and related activities, including transportation, (iii) the interest in such venture is acquired in the ordinary course of business and on fair and reasonable terms and (iv) such venture interests acquired and capital contributions made (valued as of the date such interest was acquired or the contribution made) do not a Credit Partyexceed, in the case aggregate at any time outstanding an amount equal to $10,000,000. (h) loans or advances to employees, officers, or directors in the ordinary course of this clause (ii)business of the Borrower as permitted by applicable law, including Section 402 of the Sarbanes Oxley Act of 2002, but in any event not to exceed $1,000,000 in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding;time. (hi) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to the Borrower or any Credit Party of the Restricted Subsidiaries as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations debts or upon the enforcement of such obligations or of any Lien securing in favor of the Borrower or any Restricted Subsidiary; provided that the Borrower shall give the Administrative Agent prompt written notice in the event that the aggregate amount of all Investments held at any one time under this Section 9.05(i) exceeds $1,000,000 (measured by consideration paid at the time such obligations; (i) Investments constituting Debt permitted under Section 9.02;Investment is received). (j) Investments in the form of deposits or advances that are subject to Excepted Liens. (k) provided that no Default or Event of Default exists at the time of, or would exist after making such Investment, Permitted Acquisitions. (l) provided that no Default or Event of Default exists at the time of, or would exist after making such Investment, other Investments not to exceed $40,000,000 exceed, in the aggregate at any timetime outstanding, $10,000,000 (measured by consideration paid at the time such Investment is made). (m) Investments made by the Borrower or any Restricted Subsidiary (i) consisting of dispositions of Equity Interests in Unrestricted Subsidiaries that are contributed to the capital of, or that are exchanged for or used to purchase Equity Interests in, other Unrestricted Subsidiaries (and any Equity Interests received upon such contribution, exchange or purchase) and (ii) in any Unrestricted Subsidiary (including the designation of a Subsidiary as an Unrestricted Subsidiary), provided that, in the case of this clause (ii): (A) if such Investment consists of Oil and Gas Property or a Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates and such Oil and Gas Properties have a fair market value in excess of five percent (5%) of the Borrowing Base as then in effect (as determined by the Administrative Agent), individually or in the aggregate, then the Borrowing Base shall be reduced, effective immediately upon such Investment, by an amount equal to the value, if any, assigned such Oil and Gas Properties in the most recently delivered Reserve Report; (kB) if such Investment consists of or includes Properties not described in clause (m)(ii)(A), the aggregate fair market value of all such Investments not described in clause (m)(ii)(A) shall be limited to $10,000,000; and (C) the Utilization Percentage is less than 80% immediately after giving effect to such Investment and all related contemporaneous transactions. Investments under this Section 9.05(m) shall be valued at the time made and without taking into account subsequent changes in the value thereof. (n) Investments in Joint Ventures Persons primarily engaged in the Oil and Unrestricted Subsidiaries, Gas Business; provided that (i) the Borrower and the Restricted Subsidiaries in the aggregate amount will not invest in the Equity Interests of all more than two (2) publicly traded entities or own margin stock (as such Investments term is defined in Regulation U of the Board) in more than two (2) entities at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before Borrower and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary Restricted Subsidiaries will not invest in the oil and gas exploration and production business; (m) Investments (i) to Equity Interest of any Person if such Investment would be hostile at the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00time made.

Investments, Loans and Advances. The Borrower Issuer will not, nor and will it not permit any of the Restricted Subsidiaries other Note Party to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or which are disclosed to the Lenders Holders in Schedule 9.05; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation acquisition thereof; (d) commercial paper maturing within one year from the date of creation acquisition thereof rated in one of the two highest grades by S&P or Xxxxx’x; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender Holder or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively; (f) deposits Investments in money market or similar funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) with assets of at least $1,000,000,000 and rated Aaa by Xxxxx’x or Section 9.05(e)AAA by S&P; (g) Investments made by (i) any Credit Party made by the Issuer in or to any other Credit Party and its Subsidiaries that are Note Parties or (ii) any Credit Party in made by Note Parties to each other or the Issuer; provided, that, as a Restricted Subsidiary that is not a Credit Partycondition thereto, in the case of this clause (ii), not Issuer and Note Parties have taken all such actions to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% satisfaction of the Borrowing Base at any time outstandingAgent and Requisite Holders necessary to maintain the Agent’s perfected second lien priority lien on the Property subject to such Investment; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, participation agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; (i) Investments pursuant to Swap Agreements or hedging agreements otherwise permitted under this Agreement; (j) Investments constituting deposits made in connection with the purchase of goods or services in the ordinary course of business; (A) Permitted Equity Acquisitions and (B) the purchase or acquisition of Oil and Gas Properties by the Issuer or any Guarantor made (i) in the case of clauses (A) and (B), from the identifiable cash proceeds of the issuance of Equity Interests (other than Disqualified Capital Stock) by RRI that are (w) contributed to the Issuer on account of the Issuer’s common Equity Interests, (x) designated by the Issuer to be used for Permitted Equity Acquisitions or the purchase or acquisition of Oil and Gas Properties in a writing delivered to the Agent and Requisite Holders or in a public filing with the SEC prior to or promptly following such contribution or issuance, (y) held in a segregated account that is otherwise subject to an Account Control Agreement until applied towards such Permitted Equity Acquisition or acquisition and (z) otherwise applied towards such Permitted Equity Acquisition or acquisition within 270 days of receipt (“Qualified Equity Proceeds”) or (ii) in the case of clauses (A) and (B), from any other sources (Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds to the extent permitted under Section 3.04(a)(i)(C)) in an amount not to exceed (solely with respect to this clause (ii)) $15,000,000 for all such Permitted Equity Acquisitions and acquisitions during any Fiscal Year and $40,000,000 in the aggregate for all such Permitted Equity Acquisitions and acquisitions during the term of this Agreement; provided that no Note Party shall be permitted to make a Permitted Equity Acquisition or purchase or acquisition of Oil and Gas Properties under this clause (k) to the extent that a Default or an Event of Default has occurred or is continuing unless (1) in the event such Permitted Equity Acquisition or purchase or acquisition of Oil and Gas Properties is funded solely with Qualified Equity Proceeds, such Note Party entered into a binding agreement to make such Permitted Equity Acquisition or purchase or acquisition of Oil and Gas Properties when no Default or Event of Default had occurred and was continuing and, at such time, no Default or Event of Default was projected in good faith to occur either immediately before or immediately after giving effect to the consummation of such Permitted Equity Acquisition or purchase of Oil and Gas Properties or (2) in the event such Permitted Equity Acquisition or purchase or acquisition of Oil and Gas Properties is funded solely with Qualified Equity Proceeds such Default or Event of Default could be cured as a result of making such Permitted Equity Acquisition or purchase or acquisition of Oil and Gas Properties; (l) Investments pursuant to Swap Agreements not prohibited under Section 9.17; (m) Investments the Whitehorse Asset Acquisition; (in) to the extent the consideration trade or exchange of nonproducing Oil and Gas Properties for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies Oil and Gas Properties customary in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment business to the extent otherwise permitted hereunder;under Section 9.11(h); and (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit not to exceed $1,000,000 in the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to aggregate at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00any one time outstanding.

Investments, Loans and Advances. The Parent Guarantor and Borrower will not, nor will it permit any of the Restricted Subsidiaries to, not make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05;. (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade terms;business. (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof;. (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P or Xxxxx’x;. (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 250,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term 9494107 Added by First Amendment and amended by Fourth Amendment and Eighth Amendment and most recently amended by the Thirteenth Amendment. 9595108 Added by Fourth Amendment and most recently amended by Fourteenth Amendment. 110 deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively;. (f) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e);. (g) Investments (i) made by the Parent Guarantor in or to the Borrower and (ii) made by the Borrower in or to the Parent Guarantor. (h) subject to the limits in Section 9.06, Investments (including, without limitation, capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or the Parent Guarantor with others in the ordinary course of business; provided that (i) any Credit Party such venture is engaged exclusively in or to any other Credit Party oil and gas exploration, development, production, processing and related activities, including transportation, (ii) any Credit Party the interest in a Restricted Subsidiary that such venture is not a Credit Party, acquired in the case ordinary course of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 business and on fair and reasonable terms and (yiii) 3.0% such venture interests acquired and capital contributions made (valued as of the Borrowing Base at any time outstanding; (hdate such interest was acquired or the contribution made) Investments in stockdo not exceed, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is outstanding an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment;$5,000,000. (li) subject to the extent constituting Investmentslimits in Section 9.06, investments Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business;business located within the geographic boundaries of the United States of America. (mj) loans or advances to employees, officers or directors in the ordinary course of business of the Parent Guarantor or any of the Subsidiaries, in each case only as permitted by applicable law, including Section 402 of the Sarbanes Oxley Act of 2002, but in any event not to exceed $500,000 in the aggregate at any time. (k) Investments (i) in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to the extent Parent Guarantor or the consideration for which consists Borrower as a result of Equity Interests a bankruptcy or other insolvency proceeding of the obligor in respect of such debts or upon the enforcement of any Lien in favor of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests any of the Borrower, (ii) with up to 100% of Subsidiaries; provided that the net cash proceeds of an offering or issuance of Equity Interests by Parent Guarantor shall give the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies Administrative Agent prompt written notice in the oil and gas industry, (Bevent that the aggregate amount of all Investments held at any one time under this Section 9.05(k) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries;exceeds $2,500,000. (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (rl) other Investments without limit not to exceed $2,500,000 in the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to aggregate at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00any time.

Investments, Loans and Advances. The Borrower will not, nor and will it not permit any of the Restricted Subsidiaries Subsidiary to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P or Xxxxx’x; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectivelyrespectively or, in the case of any Foreign Subsidiary, a bank organized in a jurisdiction in which the Foreign Subsidiary conducts operations having assets in excess of $500,000,000 (or its equivalent in another currency); (f) deposits in money market funds investing exclusively in Investments described in Section ‎Section 9.05(c), Section ‎Section 9.05(d) or Section ‎Section 9.05(e); (g) Investments made by (i) any Credit Party the Borrower in or to any other Credit Party and (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Party, or by any Restricted Subsidiary in the case of this or to another Restricted Subsidiary (except as set forth in clause (ii), q) or (s) below) in an aggregate amount at any one time outstanding not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding3,000,000; (h) subject to the limits in Section 9.06, Investments in stockdirect ownership interests in additional Oil and Gas Properties, obligations or securities received in settlement gas gathering, processing and transportation systems and all other assets contemplated by the permitted business of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding Borrower located within the geographic boundaries of the obligor in respect United States of such obligations or upon the enforcement of such obligations or of any Lien securing such obligationsAmerica and Canada; (i) entry into operating agreements, working interests, royalty interests, mineral leases, processing agreements, farm-out agreements, contracts for the sale, transportation or exchange of oil and natural gas, unitization agreements, pooling arrangements, area of mutual interest agreements, production sharing agreements or other similar or customary agreements, transactions, properties, interests or arrangements, and Investments constituting and expenditures in connection therewith or pursuant thereto, in each case made or entered into in the ordinary course of the oil and gas business, excluding, however, Investments in other Persons; provided, however, that none of the foregoing shall involve the incurrence of any Debt not permitted under Section by ‎Section 9.02; (j) other Investments loans and advances to directors, officers and employees in connection with the acquisition of Equity Interests in the Borrower or any Restricted Subsidiary and loans and advances to directors, officers and employees permitted by applicable law not to exceed $40,000,000 500,000 in the aggregate at any time; (k) Investments travel advances in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount ordinary course of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investmentbusiness; (l) repurchase agreements of a commercial bank in the United States and Canada if the commercial paper of such bank or of the bank holding company of which such bank is a wholly owned subsidiary is rated in the highest rating categories of S&P, Xxxxx’x, or any other rating agency satisfactory to the extent constituting InvestmentsRequired Lenders, investments that are fully secured by securities described in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production businessSection 9.04; (m) Investments (i) in stock of publicly traded companies not to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies exceed $100,000 in the oil and gas industry, (B) aggregate outstanding at any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiariestime; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made Investments arising from the endorsement of financial instruments in connection with a proposed Permitted Acquisition or other Investment permitted hereunderthe ordinary course of business; (o) Investments held by a Person acquired Unrestricted Subsidiaries in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisitionother Unrestricted Subsidiaries; (p) Investments by the Borrower or any Restricted Subsidiaries in Unrestricted Subsidiaries (except as set forth in clause (q) below), when combined with Debt owing by Unrestricted Subsidiaries to the extent constituting an InvestmentBorrower and/or any Restricted Subsidiaries under Section 9.02(f), escrow deposits not to secure indemnification obligations exceed $2,000,000 in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunderthe aggregate at any time outstanding; (q) Investments in Eureka Hunter or Eureka Hunter Pipeline Partners (or another direct or indirect Subsidiary of Eureka Hunter), whether such Subsidiaries are Restricted Subsidiaries or Unrestricted Subsidiaries, in an aggregate amount at any one time outstanding not to exceed, in the contribution aggregate in any calendar year, (i) the Investments in such Persons existing on the Effective Date as set forth on Schedule 9.05 and (ii) $2,000,000; provided that to the extent the Borrower reasonably determines that funds in excess of all such amount are necessary for the construction, operation, maintenance or part expansion of the Credit Parties’ Water Services Assets Eureka Hunter Pipeline or any related natural gas processing plants, the Borrower may distribute such excess funds to Eureka Hunter, Eureka Hunter Pipeline Partners or such other Subsidiary for the purpose of paying any such construction, operation, maintenance or expansion expenses of the Eureka Hunter Pipeline or such natural gas processing plants, so long as (A) such funds are net cash proceeds from the offering of common or preferred equity securities by the Borrower on or after January 1, 2011 and (B) after giving effect to such distribution, availability under the Borrowing Base is equal or greater than 5% of the Borrowing Base then in effect; (r) To the extent the Eureka Hunter Pipeline is owned by Eureka Hunter Pipeline J.V. and prior to the Riptide Entitiesoccurrence and continuance of an Event of Default, investments by Eureka Hunter Pipeline Partners in Eureka Hunter Pipeline J.V., not to exceed the amount the Borrower is permitted to invest in Eureka Hunter and Eureka Hunter Pipeline Partners pursuant to Section 9.05(q); and (rs) other Investments without limit to made by the extent that Borrower in PRC Williston, LLC (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, prior to the Effective Date as reflected on Schedule 9.05 and (ii) on or after giving pro forma effect the Effective Date, in an aggregate amount not to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00exceed $5,000,000.

Investments, Loans and Advances. The Borrower will notNo Credit Party shall make any investment in, nor will it permit any or make or accrue loans or advances of the Restricted Subsidiaries money to, make or permit to remain outstanding any Investments in or to any Person, through the direct or indirect lending of money, holding of securities or otherwise, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date any Loan Party may, so long as no Default or Event of Default has occurred and either reflected is continuing, make investments in the Financial Statements or disclosed to the Lenders in Schedule 9.05; (bi) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade terms; (c) marketable direct obligations of the United States issued or any agency thereof, or obligations unconditionally guaranteed by the United States of America or any agency thereof, in each case thereof maturing within one year from the date of creation acquisition thereof; , (dii) commercial paper maturing within no more than one year from the date of creation thereof rated in one and having an investment rating of the two highest grades by S&P A-2 or Xxxxx’x; P-2 or better from either Standard & Poor's Corporation or Xxxxx'x Investors Service, Inc., (eiii) demand time deposits, demand deposits and time deposits certificates of deposit, maturing within no more than one year from the date of creation thereof, with, or issued by any Lender or any office located in the United States of any other bank or trust company which is organized commercial banks incorporated under the laws of the United States or any state thereofof America, has each having combined capital, surplus and undivided profits aggregating at least of not less than $500,000,000 300,000,000 and having a senior secured rating of "A" or better by a nationally recognized rating agency (as of an "A Bank"), (iv) time deposits, maturing no more than 30 days from the date of such bank creation thereof with an A Bank; (v) overnight repurchase obligations issued by an A Bank; (b) any Loan Party may, so long as no Default or trust company’s most recent financial reports) Event of Default has occurred and has a short term deposit rating of is continuing and no lower than A2 or P2Revolving Credit Advances are outstanding, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively; (f) deposits make investments in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e); (g) Investments made by (i) any Credit Party asset-backed securities and taxable or tax-exempt municipal bonds, in each case rated "AAA" or to any other Credit Party better by Standard & Poor's Corporation and maturing in six months or less and (ii) any corporate bonds maturing in six months or less and rated "A" or better by Standard & Poor's Corporation; and (c) each Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; may (i) Investments constituting Debt permitted under Section 9.02; maintain its existing investments in its Subsidiaries as of the Closing Date, (jii) other Investments make unlimited investments in Borrower, (iii) make investments in new Subsidiaries, (iv) upon prior written notice to Agent, maintain equity investments in Store Guarantors necessary to maintain them as Solvent in an aggregate amount not to exceed $40,000,000 1,000,000, (v) make intercompany loans as permitted under Section 6.3 hereof, (vi) make and permit to exist investments described in Section 6.1(vi) as long as (A) at the aggregate time such investment is made no Event of Default shall have occurred and be continuing or would result after giving effect thereto and Borrower shall have excess Borrowing Availability of at any time; least $10,000,000 after giving effect thereto and (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (iB) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(kinvestments (1) shall existing on the Closing Date does not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) 1,000,000 and (ii2) Liquidity is an amount equal to at least 15% of made after the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are Closing Date does not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Baseexceed $2,000,000, and (Bvii) make other investments not exceeding $500,000 in the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00aggregate at any time outstanding.

Investments, Loans and Advances. The Borrower will not, nor not and will it not cause or permit any of the Guarantor or any Restricted Subsidiaries to, Subsidiary to make or permit to remain outstanding any Investments loans or advances to or investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either investments, loans or advances reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.059.03; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P or Xxxxx’xXxxxx'x; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000.00 (as of the date of such Lender's or bank or trust company’s 's most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’xXxxxx'x, respectively; (f) deposits in money market funds investing exclusively in Investments investments described in Section 9.05(c9.03(c), Section 9.05(d9.03(d) or Section 9.05(e9.03(e); (g) Investments investments, loans or advances made by in or to the Borrower or any Restricted Subsidiary that has executed a Guaranty; (ih) any Credit Party investments, loans or advances in or to any Person (other Credit Party and (ii) than the Borrower or any Credit Party in a Restricted Subsidiary that is not has executed a Credit Party, in the case of this clause (ii), Guaranty) not to exceed $100,000,000 in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; (hi) Investments other investments, loans and advances in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding Person made with equity of the obligor in respect Borrower or with other consideration, including cash, not to exceed the amount of such obligations or upon net proceeds received by the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02;Borrower from an equity offering occurring substantially concurrent therewith; and (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Shell Acquisition to the extent that such Investments were the purchase price does not made exceed $530,000,000 in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00aggregate.

Investments, Loans and Advances. The Borrower Borrowers will not, nor and will it not permit any of the Restricted Subsidiaries Subsidiary to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation acquisition thereof; (d) commercial paper maturing within one year from the date of creation acquisition thereof rated in one of the two highest grades grade by S&P or Xxxxx’xMoody's; (e) demand deposits, and time deposits maturing within one year from xxxx xxom the date of creation thereof, acquisition thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s 's most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’xMoody's, respectively; (f) deposits in money market funds investing invexxxxx exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e); (g) Investments made by (i) any Credit Party made by either Borrower in or to any other Credit Party and Subsidiary, or (ii) made by any Credit Party Subsidiary in or to either Borrower or any other Subsidiary, or (iii) made by either Borrower or any Subsidiary in or to any entity that upon the making of such Investment would become a Restricted Subsidiary that is not a Credit Party, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstandingSubsidiary; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) subject to the extent constituting Investmentslimits in Section 9.07, investments Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; (i) loans or advances to employees, officers or directors in the ordinary course of business of either Borrower or any of its Subsidiaries, in each case only as permitted by applicable law, including Section 402 of the Sarbanes Oxley Act of 2002, but in any event not to exceed $100,000 in the aggregate at any time; and (j) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to either Borrower or any Subsidiary as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such debts or upon the enforcement of any Lien in favor of either Borrower or any of its Subsidiaries; provided that such Borrower shall give the Administrative Agent prompt written notice in the event that the aggregate amount of all Investments held at any one time under this Section 9.05(j) exceeds $1,000,000; (k) consideration received in connection with permitted asset sales. (l) lease, utility and similar deposits in the ordinary course of business;. (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00Swap Agreements.

Investments, Loans and Advances. The Neither the Parent nor the Borrower will notshall, nor will it they permit any of the Restricted Subsidiaries their respective subsidiaries to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) Investments as of the Investments existing Effective Date which are described on the Closing Date and either reflected in the Financial Statements or disclosed to the Lenders in Schedule 9.059.07; (b) Investments in the form of accounts receivable of the Borrower and its subsidiaries arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) Investments in the form of direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (d) Investments in the form of commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P or Xxxxx’xMxxxx’x; (e) demand deposits, and time Investments in the form of deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’xMxxxx’x, respectively;. (f) Investments in the form of deposits in money market funds investing exclusively in Investments described in Section 9.05(c9.07(c), Section 9.05(d9.07(d) or Section 9.05(e9.07(e); (g) Investments made by (i) made by the Borrower in, or to, the Guarantors (other than Parent), (ii) made by any Credit Party Subsidiary in, or to, the Borrower or any Guarantor (other than Parent), (iii) made by the Borrower or any Subsidiary in or to all other Domestic Subsidiaries which are not Guarantors in an aggregate amount at any one time outstanding not to exceed $5,000,000, (iv) made by the Parent in any other Credit Loan Party and (iiv) made by any Credit Party in a Restricted Subsidiary subsidiary of the Borrower that is not a Credit PartyGuarantor in, in the case of this clause (ii)or to, not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% any other subsidiary of the Borrowing Base at any time outstandingBorrower that is not a Guarantor; (h) Investments (including, without limitation, capital contributions) in stock, obligations general or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy limited partnerships or other insolvency proceeding types of entities (each a “venture”) entered into by the Borrower or a subsidiary of the obligor Borrower with any third-party Person in respect the ordinary course of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; business; provided that (i) Investments constituting Debt permitted under Section 9.02; any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, treatment and storage, (jii) other Investments the interest in such venture is acquired in the ordinary course of business and on fair and reasonable terms, (iii) such venture interests acquired and capital contributions made (valued as of the date such interest was acquired or the contribution made) do not to exceed $40,000,000 exceed, in the aggregate at any time; time outstanding, $25,000,000 (k) Investments which amount shall be calculated giving effect to any amounts received in Joint Ventures and Unrestricted Subsidiariesreturn for such investment, provided that (i) including the aggregate amount of all capital returned, distributions paid or principal repaid), (iv) Borrower shall promptly deliver to Administrative Agent such Investments at any one time permitted by this Section 9.05(k) equity certificates and other powers, documents and instruments as Administrative Agent shall reasonably require to perfect its Liens in the Equity Interests of each such venture under the Security Instruments, and Borrower shall not exceed $100,000,000 (or its equivalent in other currencies as permit the organizational documents of any such venture to restrict the date transfer of Investment) such pledged Equity Interests and (iiv) Liquidity is an amount equal to at least 15% no Default, Event of the Default or Borrowing Base immediately before Deficiency has occurred and immediately is continuing or would exist after giving effect to such Investment; (li) Investments by the Borrower and its subsidiaries in respect of Permitted Acquisitions so long as (A) unless such Permitted Acquisitions are being paid in the form of, or with the proceeds from any issuance of, common Equity Interests of the Parent, the aggregate Permitted Acquisition Consideration for all such Permitted Acquisitions does not exceed $25,000,000, (B) the applicable Loan Parties promptly comply with Section 8.14 and all other applicable guarantee and collateral requirements in the Loan Documents in respect of the Property acquired in connection with such Permitted Acquisition, (B) no Default or Event of Default exists before or after giving effect to such acquisition and (D) prior to the extent constituting Investmentsclosing date for any such Permitted Acquisition, investments the Administrative Agent shall have received a certificate of a Responsible Officer as to compliance with the conditions set forth in sub-clauses (A) through (C) (including reasonably detailed calculations, as applicable); (j) subject to the limits in Section 9.06, Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America, provided that (A) the Borrower shall be in compliance, on a pro forma basis after giving effect to any such Investment, with the financial covenants set forth in Section 9.01 recomputed as at the last day of the most recently ended fiscal quarter of the Parent for which financial statements are available, and (B) no Default or Event of Default shall have occurred and be continuing or would result therefrom. (k) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.07 owing to the Borrower or any subsidiary of the Borrower as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such debts or upon the enforcement of any Lien in favor of the Borrower or any of its subsidiaries; provided that the Borrower shall give the Administrative Agent prompt written notice of any such Investments received by any Loan Party; (l) Investments arising from the endorsement of financial instruments in the ordinary course of business; (m) Investments (i) to the extent the consideration for which consists consisting of Equity Interests guarantees of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests Debt permitted by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted Section 9.02 by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted SubsidiariesLoan Party; (n) Investments by the Borrower and its subsidiaries in respect of Permitted Acquisitions so long as (A) the applicable Loan Parties promptly comply with Section 8.14 and any customary xxxx xxxxxxx money deposits made all other applicable guarantee and collateral requirements in the Loan Documents in respect of the Property acquired in connection with such Permitted Acquisition, (B) no Default or Event of Default exists before or after giving effect to such acquisition, (C) the Consolidated Total Net Leverage Ratio, determined on a proposed pro forma basis after giving effect to such Permitted Acquisition and to any Debt assumed in connection therewith, is less than 4.25 to 1.00, (D) the amount of Available Funds is not less than 15%, giving pro forma effect to such Permitted Acquisition, (E) prior to, or other Investment permitted hereunderconcurrently with the consummation of such Permitted Acquisition, the Term Loans (including any Refinancing Debt in respect thereof) shall be indefeasibly paid in full and (F) prior to entering into such Permitted Acquisition, the Administrative Agent shall have received a certificate of a Responsible Officer as to compliance with the conditions set forth in sub-clauses (A) through (F) (including reasonably detailed calculations, as applicable); (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition;any transaction permitted by Section 9.06 or Section 9.14; and (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments not to exceed $1,000,000 (valued at the time such Investment is made, without limit giving effect to the extent that (i) no Borrowing Base deficiencyany write downs, Default write offs or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect appreciation with respect to such Investment, (A) in the Liquidity is an amount equal to aggregate at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00any time.

Investments, Loans and Advances. The Borrower No Obligors will not, nor will it permit any of the Restricted Subsidiaries to, make or permit to remain outstanding any Investments loans or advances to or investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or disclosed to the Lenders in Schedule 9.05; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (cb) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (dc) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P or Xxxxx’xXxxxx'x; (ed) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000.00 (as of the date of such Lender's or bank or trust company’s 's most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’xXxxxx'x, respectively; (fe) deposits in money market funds investing exclusively in Investments investments described in Section 9.05(cSECTION 9.03(C), Section 9.05(dor 9.03(D); (f) investments, loans or Section 9.05(eadvances in or to the Borrower or any Subsidiary permitted under SECTION 9.01(G); (g) Investments made Loans and advances by Borrower to General Partner to pay general and administrative expenses of the Borrower pursuant to the Limited Partnership Agreement; (ih) any Credit Party in Other loans or to any other Credit Party and advances not otherwise described under SUBPARAGRAPHS (iiA) any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause through (ii), G) above not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations50,000; (i) Investments Non-hostile acquisitions of equity securities, or assets constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at a business unit, of any time; (k) Investments in Joint Ventures and Unrestricted SubsidiariesPerson, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) immediately prior to and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investmentsacquisition, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing exists or would result therefrom, (ii) after giving if such acquisition is of equity securities of a Person (other than an Unrestricted Entity), such person becomes a Guarantor, (iii) such Person is principally engaged in the same business as the Obligors, (iv) the Borrower shall be in pro forma effect to compliance with the covenants set forth in SECTIONS 9.13 and 9.14 based on the trailing 12 quarters and as adjusted for such Investmentacquisition, (Av) the Liquidity is such acquired Person (other than an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(aUnrestricted Entity) or Section 8.01(b)) assets shall not be greater than 2.50 subject to 1.00any material liabilities except as permitted by this Agreement, (vi) a first priority perfected lien and security interest shall be granted to the Administrative Agent for the benefit of the Lenders in such acquired assets; provided however, that (I) nothing herein shall require any Unrestricted Entity to grant a first priority lien in its assets; (II) such acquisition shall be limited to Persons primarily involved in the business of, and/or assets primarily involving, natural gas gathering and processing operations; and (III) such acquisitions outside the Appalachian Basin which are otherwise permitted pursuant to this SECTION 9.03(I) shall be limited to an aggregate purchase price of $15,000,000 during the term of this Agreement.

Investments, Loans and Advances. The Neither the Borrower will not, nor will it permit any of the Restricted its Subsidiaries to, will make or permit to remain outstanding any Investments loans or advances to or investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either investments, loans or advances reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.059.03; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (d) commercial paper maturing within one year 180 days from the date of creation thereof rated in one of the two highest grades grade by S&P Standard & Poors Ratings Group or Xxxxx’xMoodx'x Xxxestors Service, Inc.; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of or any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000.00 (as of the date of such Lender's or bank or trust company’s 's most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P Standard & Poors Corporation or Xxxxx’xMoodx'x Xxxestors Service, Inc., respectively; (f) deposits in money market funds investing exclusively in Investments investments described in Section 9.05(c9.03(c), Section 9.05(d9.03(d) or Section 9.05(e9.03(e); (g) Investments investments, loans or advances made by (i) any Credit Party the Borrower in or to any other Credit Party and Guarantor or (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at Parent Company in or to any time outstandingGuarantor or the Borrower; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of investments by the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments Borrower in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto in an amount not to exceed 10% of the amount of the Borrowing Base at the time of such investment; (i) advances to operators under operating agreements entered into by the Borrower or related to or made pursuant to the requirements any of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary its Subsidiaries in the oil and gas exploration and production ordinary course of business; (mj) Investments expenditures for fixed or capital assets; provided that during the Term Loan Period, the aggregate amount of all capital expenditures shall not to exceed $500,000 during any twelve month period; (k) investments, loans or advances made by (i) the Borrower or any Guarantor to any Non-Recourse Subsidiary not to exceed at any one time outstanding $100,000 in the extent the consideration for which consists of Equity Interests aggregate, or (ii) a Non-Recourse Subsidiary to any other Non-Recourse Subsidiary; and (l) loans or advances to officers and employees of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies any Subsidiary in the oil and gas industry, (B) ordinary course of business not to exceed $100,000 in the aggregate outstanding at any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00time.

Investments, Loans and Advances. The Borrower will not, nor will it permit any of the Restricted Subsidiaries other Credit Party to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or disclosed to the Lenders in Schedule 9.05; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P or Xxxxx’x; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, with, or issued by any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, time by S&P or Xxxxx’x, respectively; (f) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e); (g) Investments made by (i) any Credit Party in or to any other Credit Party and (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; provided that the Borrower shall give the Administrative Agent prompt written notice in the event that the aggregate amount of all Investments held at any one time under this Section 9.05(h) exceeds $5,000,000; (i) Investments constituting Debt permitted under Section 9.029.02(c); (j) other Investments not to exceed $40,000,000 in the aggregate at any time;Guarantees constituting Debt permitted by Section 9.02; and (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time not otherwise permitted by under this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities9.05; and (r) other Investments without limit to the extent provided that (i) no Borrowing Base deficiencyDeficiency, Default or Event of Default has occurredoccurred and is continuing, is continuing or would result therefrom, and (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% each of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00Specified Conditions is satisfied.

Investments, Loans and Advances. The Borrower will not, nor will it permit any None of the Borrower any Guarantor or any Restricted Subsidiaries to, Affiliate will make or permit to remain outstanding any Investments loans or advances to or investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either investments, loans or advances reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.059.03; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P Standard & Poor's Corporation or Xxxxx’xXxxxx'x Investors Service, Inc.; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000.00 (as of the date of such Lender's or bank or trust company’s 's most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P Standard & Poor's Corporation or Xxxxx’xXxxxx'x Investors Service, Inc., respectively; (f) deposits in money market funds investing exclusively in Investments investments described in Section 9.05(c9.03(c), Section 9.05(d9.03(d) or Section 9.05(e9.03(e); (g) Investments investments, loans or advances made by (i) any Credit Party in or to the Borrower, Buckeye Partners, any other Credit Party and (ii) Restricted Subsidiary, or any Credit Party in Restricted Affiliate that has executed a Restricted Subsidiary that is not a Credit Party, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstandingGuaranty Agreement; (h) Investments investments, loans or advances in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as Person (other than the Borrower, Buckeye Partners, a result of Restricted Subsidiary or any Restricted Affiliate that has executed a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (iGuaranty Agreement) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 50,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entitiesoutstanding; and (ri) other Investments without limit investments, loans and advances in or to any Person not to exceed the extent that (i) no Borrowing Base deficiency, Default or Event amount of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is net proceeds received by Buckeye Partners from an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00equity offering occurring substantially concurrent therewith.

Investments, Loans and Advances. The Neither the Parent nor the Borrower will notshall, nor will it they permit any of the Restricted Subsidiaries their respective subsidiaries to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) Investments as of the Investments existing Effective Date which are described on the Closing Date and either reflected in the Financial Statements or disclosed to the Lenders in Schedule 9.059.07; (b) Investments in the form of accounts receivable of the Borrower and its subsidiaries arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) Investments in the form of direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (d) Investments in the form of commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P or Xxxxx’xMxxxx’x; (e) demand deposits, and time Investments in the form of deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’xMxxxx’x, respectively;. (f) Investments in the form of deposits in money market funds investing exclusively in Investments described in Section 9.05(c9.07(c), Section 9.05(d9.07(d) or Section 9.05(e9.07(e); (g) Investments made by (i) made by the Borrower in, or to, the Guarantors (other than the Parent), (ii) made by any Credit Party Subsidiary in, or to, the Borrower or any Guarantor (other than Parent), (iii) made by the Borrower or any Subsidiary in or to all other Domestic Subsidiaries which are not Guarantors in an aggregate amount at any one time outstanding not to exceed $5,000,000, (iv) made by the Parent in any other Credit Loan Party and (iiv) made by any Credit Party in a Restricted Subsidiary subsidiary of the Borrower that is not a Credit PartyGuarantor in, in the case of this clause (ii)or to, not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% any other subsidiary of the Borrowing Base at any time outstandingBorrower that is not a Guarantor; (h) Investments (including, without limitation, capital contributions) in stock, obligations general or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy limited partnerships or other insolvency proceeding types of entities (each a “venture”) entered into by the Borrower or a subsidiary of the obligor Borrower with any third-party Person in respect the ordinary course of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; business; provided that (i) Investments constituting Debt permitted under Section 9.02; any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, treatment and storage, (jii) other Investments the interest in such venture is acquired in the ordinary course of business and on fair and reasonable terms, (iii) such venture interests acquired and capital contributions made (valued as of the date such interest was acquired or the contribution made) do not to exceed $40,000,000 exceed, in the aggregate at any time; time outstanding, $5,000,000 (k) Investments which amount shall be calculated giving effect to any amounts received in Joint Ventures and Unrestricted Subsidiariesreturn for such investment, provided that (i) including the aggregate amount of all capital returned, distributions paid or principal repaid), (iv) Borrower shall promptly deliver to Collateral Agent such Investments at any one time permitted by this Section 9.05(k) equity certificates and other powers, documents and instruments as Administrative Agent shall reasonably require to perfect the Collateral Agent’s Liens in the Equity Interests of each such venture under the Security Instruments, and Borrower shall not exceed $100,000,000 (or its equivalent in other currencies as permit the organizational documents of any such venture to restrict the date transfer of Investment) such pledged Equity Interests and (iiv) Liquidity is an amount equal to at least 15% no Default, Event of the Default or Borrowing Base immediately before Deficiency has occurred and immediately is continuing or would exist after giving effect to such Investment; (li) [Reserved]; (j) subject to the extent constituting Investmentslimits in Section 9.06, investments Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America, provided that (A) the Borrower shall be in compliance, on a pro forma basis after giving effect to any such Investment, with the financial covenants set forth in Section 9.01 recomputed as at the last day of the most recently ended fiscal quarter of the Parent for which financial statements are available, and (B) no Default or Event of Default shall have occurred and be continuing or would result therefrom; (k) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.07 owing to the Borrower or any subsidiary of the Borrower as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such debts or upon the enforcement of any Lien in favor of the Borrower or any of its subsidiaries; provided that the Borrower shall give the Administrative Agent prompt written notice of any such Investments received by any Loan Party; (l) Investments arising from the endorsement of financial instruments in the ordinary course of business; (m) Investments (i) to the extent the consideration for which consists by any Loan Party consisting of Equity Interests guarantees of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests Debt permitted by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted SubsidiariesSection 9.02; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition Investments constituting Restricted Payments permitted by Section 9.06 or Dispositions permitted by Section 9.14 (other Investment permitted hereunder;than Section 9.14(f)); and (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments not to exceed $1,000,000 (valued at the time such Investment is made, without limit giving effect to the extent that (i) no Borrowing Base deficiencyany write downs, Default write offs or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect appreciation with respect to such Investment, (A) in the Liquidity is an amount equal to aggregate at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00any time.

Investments, Loans and Advances. The Borrower Borrowers will not, nor and will it not permit any of the Restricted Subsidiaries Subsidiary to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation acquisition thereof; (d) commercial paper maturing within one year from the date of creation acquisition thereof rated in one of the two highest grades grade by S&P or Xxxxx’xMoody's; (ex) demand deposits, and time deposits maturing within one year from the date of creation thereof, acquisition thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of such bank or trust company’s 's most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’xMoody's, respectively; (f) deposits in money market funds markxx xxxxs investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e); (g) Investments made by (i) any Credit Party made by either Borrower in or to any other Credit Party and Subsidiary, or (ii) made by any Credit Party Subsidiary in or to either Borrower or any other Subsidiary, or (iii) made by either Borrower or any Subsidiary in or to any entity that upon the making of such Investment would become a Restricted Subsidiary that is not a Credit Party, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstandingSubsidiary; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) subject to the extent constituting Investmentslimits in Section 9.07, investments Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; (i) loans or advances to employees, officers or directors in the ordinary course of business of either Borrower or any of its Subsidiaries, in each case only as permitted by applicable law, including Section 402 of the Sarbanes Oxley Act of 2002, but in any event not to exceed $100,000 in the aggregate at any time; and (j) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to either Borrower or any Subsidiary as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such debts or upon the enforcement of any Lien in favor of either Borrower or any of its Subsidiaries; provided that such Borrower shall give the Administrative Agent prompt written notice in the event that the aggregate amount of all Investments held at any one time under this Section 9.05(j) exceeds $1,000,000; (k) consideration received in connection with permitted asset sales. (l) lease, utility and similar deposits in the ordinary course of business;. (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00Swap Agreements.

Investments, Loans and Advances. The Neither the Borrower nor any Subsidiary will not, nor will it permit any of the Restricted Subsidiaries to, make or permit to remain outstanding any Investments loans or advances to or investments in any Person (other than the Borrower or to any PersonGuarantor), except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either investments, loans or advances reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05SCHEDULE 9.03; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (d) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P Standard & Poor's Corporation or Xxxxx’xXxxxx'x Investors Service, Inc.; (e) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 (as of the date of such Lender's or bank or trust company’s 's most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P Standard & Poor's Corporation or Xxxxx’xXxxxx'x Investors Service, Inc., respectively; (f) deposits in money market funds investing at least ninety-five percent (95%) of funds exclusively in Investments investments described in Section 9.05(c9.03(c), Section 9.05(d9.03(d) or Section 9.05(e9.03(e); (g) Investments made by (i) usual and customary travel and other similar expense advances to employees, officers, directors or agents of the Borrower or any Credit Party in or to any other Credit Party and (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause (ii), not to exceed $100,000 in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments Hedging Agreements permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations;be incurred pursuant to SECTION 9.01(f); and (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 in investments by the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments Borrower in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00thereto.

Investments, Loans and Advances. The Borrower Neither Lessee nor any Subsidiary will not, nor will it permit any of the Restricted Subsidiaries to, make or permit to remain outstanding any loans or advances to or Investments in or to any Person, except that that, so long as no Lease Event of Default has occurred and is continuing, the foregoing restriction shall not apply to: (ai) the Investments existing on the Closing Date and either Investments, loans or advances reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.0513; (bii) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsbusiness; (ciii) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof; (div) commercial paper maturing within one year from the date of creation thereof rated in one of the two highest grades grade by S&P or Xxxxx’xMoodx'x; (ev) demand deposits, and time deposits maturing within one year from the date of creation thereof, thereof with, or including certificates of deposit issued by by, any Tranche B Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000.00 (as of the date of such Tranche B Lender's or bank or trust company’s 's most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’xMoodx'x, respectivelyxxspectively; (fvi) deposits in money market funds investing exclusively in Investments described in Section 9.05(cclause (iii), Section 9.05(d(iv) or Section 9.05(e)(v) above; (g) Investments made by (i) any Credit Party in or to any other Credit Party and (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause (ii), not to exceed in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligations; (i) Investments constituting Debt permitted under Section 9.02; (jvii) other Investments Investments, loans or advances not to exceed $40,000,000 100,000,000 in any one fiscal year or $250,000,000 in the aggregate at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) the aggregate amount of all such Investments at any one time permitted by this Section 9.05(k) shall not exceed $100,000,000 (or its equivalent in other currencies as of the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) to the extent constituting Investments, investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are or become usual and customary in the oil and gas exploration and production business; (m) Investments (i) to the extent the consideration for which consists of Equity Interests of the Borrower or warrants, options or other rights to purchase or acquire Equity Interests of the Borrower, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering), in each case in (A) joint ventures engaging in businesses conducted by companies in the oil and gas industry, (B) any Unrestricted Subsidiary or non-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted Subsidiaries; (n) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition or other Investment permitted hereunder; (q) the contribution of all or part of the Credit Parties’ Water Services Assets to the Riptide Entitiesoutstanding; and (rviii) other Investments without limit payroll advances and employee loans up to the extent that (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing or would result therefrom, (ii) after giving pro forma effect to such Investment, (A) the Liquidity is an amount equal to at least 15% of the Borrowing Base, and (B) the Leverage Ratio (as of the end of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00$5,000,000.