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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 its Restricted 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 (i) reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.059.03, (ii) by the Borrower in or to the Parent Company or any Restricted Subsidiary incorporated in the United States or any political subdivision thereof or (iii) by any Restricted Subsidiary in the Borrower, the Parent Company or another Restricted Subsidiary incorporated in the United States or any political subdivision thereof; (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 rated in the highest grade by Standard & Poors Ratings Group or Moodx'x Xxxestors Service, Inc.; (e) deposits 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 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 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 1,000,000 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 Borrower will not, nor and will it not permit any of the its 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 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’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) 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 in a Restricted Subsidiary that in or to the Borrower or any Person that, prior to such Investment, 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 Guarantor; (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 obligationsin 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(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 timeextent expressly permitted by Section 9.18; (k) Investments in Joint Ventures Unrestricted Subsidiaries and Unrestricted Subsidiariesjoint venture entities in an aggregate amount at any one time outstanding not to exceed $20,000,000 (net of the fair market value of any dividends, distributions, or any return of capital received by the applicable Loan Party in respect of Investments previously made pursuant to this clause (k)); (l) Permitted Acquisitions; provided that (i) the aggregate amount of all such Investments at Permitted Acquisition Consideration provided by the Borrower or any one time permitted by this Section 9.05(k) shall Restricted Subsidiary to acquire any Person that does not exceed $100,000,000 become a Subsidiary Guarantor (or its equivalent in other currencies as of merge, consolidate or amalgamate into the date of Investment) and (ii) Liquidity is an amount equal to at least 15% of the Borrowing Base immediately before and Borrower or a Subsidiary Guarantor), or for any Property that shall not, immediately after giving effect to such InvestmentPermitted Acquisition, be owned by the Borrower or a Subsidiary Guarantor, shall not exceed $20,000,000; (lm) Investments to the extent constituting Investmentsthat payment for such Investments is made with Equity Interests (other than Disqualified Capital Stock) of the Borrower or Parent; (n) Investments held by a Person acquired (including by way of merger, investments amalgamation or consolidation) after the Effective Date in a Permitted Acquisition pursuant to Section 9.05(l), to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation; (o) 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 venture, joint development or area of mutual interest agreements, other similar industry investments, gathering systems, pipelines or other similar arrangements arrangements, all of 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 AcquisitionAmerica; (p) other Investments (valued at the time each such Investment is made), in the aggregate at any time outstanding, not 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; exceed $20,000,000 (q) the contribution of all or part net of the Credit Parties’ Water Services Assets to fair market value of any dividends, distributions, or any return of capital received by the Riptide Entities; and (r) other applicable Loan Party in respect of 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 previously made pursuant to Section 8.01(a) or Section 8.01(bthis clause (p)) shall not be greater than 2.50 to 1.00).

Investments, Loans and Advances. The Parent, OP LLC and the Borrower will not, nor and will it not permit any of the Restricted Subsidiaries Subsidiary to, make or permit to remain outstanding outstanding, any Investments in or to any Person, except that the foregoing restriction restrictions shall not apply to: (a) Investments made prior to 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 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 any Credit Party in or to any other Credit Party and (or any Person that will, upon making such Investment, become a Guarantor), (ii) made by any Credit Restricted Party in a Restricted Subsidiary that is not a Credit Party in or to any other Restricted Party, or (iii) made by any Restricted Party in or to OP International or its subsidiaries; provided that (A) the aggregate of all Investments made by any Credit Party in or to OP International and its subsidiaries shall not exceed $10,000,000 at any time, (B) no Event of Default exists at the time of such Investment, (C) the Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such Investment, is less than 2.0 to 1.0 and (D) immediately after giving effect to such Investment, the Available Commitment hereunder is not less than 25% of the total Commitments then in effect. (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 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 date such interest was acquired or the contribution made) do not exceed, in the aggregate at any time outstanding an amount equal to $10,000,000. (i) 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 farm-out, farm-in, participation agreements, 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 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 Restricted Subsidiary, 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 $500,000 in the aggregate the greater of (x) $75,000,000 and (y) 3.0% of the Borrowing Base at any time outstanding;time. (hk) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Restricted 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;Restricted Party. (il) Investments constituting Debt permitted under at any time outstanding that, when taken together with all Capital Expenditures made during the period beginning on January 1, 2021 and through and including December 31, 2021 pursuant to Section 9.02; (j) other Investments 9.22(a), do not to exceed $40,000,000 25,000,000 in the aggregate at any time; (k) aggregate; provided that, such Investments in Joint Ventures and Unrestricted Subsidiaries, provided shall only be permitted to the extent that (i) no Event of Default exists at the aggregate amount time 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 the Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such Investment, is an amount equal less than 2.0 to at least 15% of the Borrowing Base immediately before and 1.0, (iii) immediately after giving effect to such Investment;, the Available Commitment hereunder is not less than 25% of the total Commitments then in effect, and (iv) the amount of such Investments made under this clause (l) since the Effective Date shall not exceed the amount of positive Free Cash Flow (including after giving effect to any other Restricted Payments pursuant to Section 9.04(a)(x) and Section 9.04(a)(xii), Investments pursuant to this clause (l) and Capital Expenditures pursuant to Section 9.22(a) made since the Effective Date and prior to the date of determination that would otherwise reduce the amount of Free Cash Flow). (lm) guarantees of Debt permitted by Section 9.02(a), (h) or (i). (n) Investments made by the Credit Parties in any DevCo (other than any Investment in the form of the purchase of Equity Interests in such DevCo from OMP or one of its subsidiaries); provided that (i) no Default or Event of Default exists or results therefrom, (ii) before and after giving effect to such Investment, the current total Revolving Credit Exposures shall not exceed 80% of the total Commitments (i.e., the least of (x) the Aggregate Maximum Credit Amounts, (y) the then-effective Borrowing Base and (z) the Aggregate Elected Commitment Amounts) at such time, (iii) the Borrower is in compliance with (x) the financial covenant in Section 9.01(a) and (y) a Leverage Ratio of less than 2.50 to 1.00, in each case calculated on a Pro Forma Basis after giving effect to such Investment, (iv) such Investments shall be made solely for the purposes of funding Capital Expenditures of such DevCo in midstream projects, which expenditures the Borrower reasonably expects to be made within ninety (90) days following the date of such Investment, and (v) the amount of any such Investment shall not exceed, at the time made, the product of the DevCo Ownership Percentage with respect to such DevCo as of the date of such Investment multiplied by the total amount of such Capital Expenditures described in the foregoing clause (iv). (o) Investments made by the Credit Parties in any Unrestricted Subsidiaries in an aggregate amount not to exceed $50,000,000 at any time; provided that, (1) the Borrower shall be in compliance with the covenants contained in Section 9.01 on a Pro Forma Basis after giving effect to such Investment and (2) after giving effect to such Investment, no Default or Event of Default shall have occurred and be continuing and the current total Revolving Credit Exposures shall not exceed 85% of the total Commitments (i.e., the least of (x) the Aggregate Maximum Credit Amounts, (y) the then effective Borrowing Base and (z) the Aggregate Elected Commitment Amounts) at such time. (p) Investments (i) in Midstream MLP made on the Second Amendment Effective Date resulting from the Second Amendment DevCo Contribution and the IDR Exchange (as defined in the Second Amendment) and (ii) made after the Second Amendment Effective Date in the Midstream MLP, its subsidiaries or any DevCo made by the Credit Parties pursuant to any Drop Down Disposition permitted by Section 9.12(e). (q) to the extent constituting Investmentsan Investment, investments in direct ownership interests in additional Oil Swap Agreements permitted under Section 9.18 and Gas Properties and gas gathering systems related thereto or related to or made guarantees thereof. (r) Investments 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 Transactions made substantially concurrently with the Effective Date as set forth in the oil and gas exploration and production business;Prepackaged Plan. (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; (os) Investments held by a Person acquired (including by way of merger, amalgamation or consolidation) after the Effective Date otherwise in a Permitted Acquisition accordance with this Section 9.05 to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition acquisition, merger, amalgamation or consolidation and were in existence on the date of such Permitted Acquisition;acquisition, merger, amalgamation or consolidation. (pt) to the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Transfer Deposits of cash and / or cash equivalents permitted by Section 9.11, Permitted Acquisition or other Investment 9.03(f) to secure an acquisition otherwise 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 by this Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.009.05.

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 acquisition thereof; (dc) 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’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 any Subsidiary which is a Guarantor and with respect to which 100% of the issued and outstanding Equity Interests have been pledged to Administrative Agent, and (ii) made by any Guarantor in or to any other Credit Party; (g) Investments made by (i) any Credit Party in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to any farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other Credit Party similar arrangements which are usual and (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Party, customary in the case of this clause (ii), not to exceed in oil and gas exploration and production business located within the aggregate the greater of (x) $75,000,000 and (y) 3.0% geographic boundaries of the Borrowing Base at any time outstandingUnited States of America; (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 debts or upon the enforcement of such obligations or any Lien in favor of any Lien securing such obligations;Credit 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 outstanding under this Section 9.05(h) exceeds $100,000; and (i) Investments constituting Debt permitted under Section 9.02; (j) other Investments not to exceed $40,000,000 200,000 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 notExcept (I) as otherwise permitted by SECTION 6.1, nor will it permit any of the Restricted Subsidiaries to6.3, make or permit 6.4, and (II) for advances to remain outstanding any Investments suppliers on an arm's length basis 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 connection with purchases in the ordinary course of business and payable business, no Obligor shall, or shall cause or permit any Subsidiary thereof to, make any investment in, or make or accrue loans or advances of money to any Person, through the direct or indirect lending of money (including, without limitation, the guarantee of any letters of credit issued for the benefit of such Person), holding of securities or otherwise, other than (a) Accounts, (b) investments in accordance with customary trade terms; Domestic Wholly-Owned Obligors, (c) investments by Nutrition in (i) 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 Corporation or Moody's Investors Service, Inc., (iii) certificates of the two highest grades by S&P or Xxxxx’x; (e) demand depositsdeposit, and time deposits maturing within xaturing 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 of not less than $300,000,000 and having a senior secured rating of "A" or better by a nationally recognized rating agency, provided that the aggregate amount invested in such certificates of deposit shall not at least any time exceed $500,000,000 100,000 for any one such certificate of deposit and $200,000 for any one such bank, (as of iv) time deposits, maturing no more than 30 days from the date of such bank creation thereof with commercial banks or trust company’s most recent financial reportssavings banks or savings and loan associations each having membership either in the Federal Deposit Insurance Corporation or in the Federal Savings and Loan Insurance Corporation and in amounts not exceeding the maximum amounts of insurance thereunder, (v) 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 (iivi) in accordance with paragraph (d) of ANNEX C, (d) contributions by Obligors to the capital of Haleko that shall not at any Credit Party time exceed $3,000,000 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; , (he) Investments in stockSpecified Margin Shares acquired by Holdings during the period from June 26, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing 1998 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 SubsidiariesOctober 1, 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) 1998 and (iif) Liquidity is an amount equal capital contributions to at least 15% of the Borrowing Base immediately before and immediately after giving effect to such Investment; (l) Domestic Wholly-Owned Obligors, to the extent deemed necessary and appropriate by Holdings in its reasonable discretion. Nothing herein shall be deemed to permit the disposition of any Stock constituting Investments, investments Collateral except in direct ownership interests in additional Oil accordance with the express terms of this Agreement 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 1.00Loan Documents.

Investments, Loans and Advances. The Neither the Borrower nor any Guarantor 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 by S&P Standard & Poor’s Corporation 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 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’xMxxxx’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 the Borrower in or to the Guarantors or by any other Credit Party and (ii) any Credit Party Guarantor 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 any time outstandingBorrower or another Guarantor; (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 thereto, and investments, loans or advances in connection with or related to or made pursuant to the requirements of farm-outfarm out agreements, farm-infarm in agreements, joint operatingoperating agreements, joint venture or area of mutual interest agreements, gathering systemsprocessing facilities, seismic acquisition and evaluation, pipelines or other similar or customary arrangements which are or become usual and customary made in the oil and gas exploration and production businessordinary course of business only insofar as they do not (i) reduce the net revenue interest of the Credit Parties in the Entrada Field and/or (ii) increase the Credit Parties undivided working interest in the Entrada Field without a corresponding increase in the Credit Parties net revenue interest in the Entrada Field; (m) Investments (i) loans or advances 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 of and 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 Guarantors in the oil and gas industry, (B) ordinary course of business not to exceed an amount equal to $1,000,000 in the aggregate 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 Entitiestime outstanding; and (rj) other Investments without limit investments, loans or advances not to exceed, in the extent that (i) no Borrowing Base deficiencyaggregate at any time outstanding, 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$10,000,000.

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 : Investments existing on the Closing Date and either reflected in the Financial Statements or that 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; (c) business; 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 year from the date of creation thereof rated in one of the two highest grades grade by S&P S&P, Xxxxx'x or Xxxxx’x; (e) demand depositsXxxxx IBCA, and time Inc.; 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 '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) 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; 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 in or to the Guarantors, (ii) made by any Credit Party Subsidiary in or to the Borrower or any Guarantor, (iii) made by the Borrower or any Domestic Subsidiary in or to any other Credit Party and (ii) non-Wholly-Owned Domestic Subsidiary or Foreign Subsidiary outstanding on the Effective Date plus additional Investments thereafter in an aggregate amount at any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause (ii), one time outstanding not to exceed in the aggregate the greater of (x) $75,000,000 30,000,000 and (yiv) 3.0% of the Borrowing Base at made by any time outstanding; (h) Foreign Subsidiary in another Foreign Subsidiary; 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 obligations; (iin 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(h) Investments constituting Debt permitted under Section 9.02; (j) exceeds $500,000; and other Investments (including controlling interests in Persons in the same or a similar line of business as the Borrower) not to exceed $40,000,000 15,000,000 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 1.00exist.

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 (i) reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.059.03, or (ii) by the Borrower in or to the Parent Company; (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 rated in the highest grade by Standard & Poors Ratings Group or Xxxxx'x Investors Service, Inc.; (e) deposits 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 in cluding 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’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 1,000,000 in the aggregate at any time; (kh) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) investments by 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 facilities related thereto thereto; (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 (i) repurchase agreements of any commercial banks in the United States, 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 Standard & Poors Corporation, Xxxxx'x Investors Service, Inc. or any other rating agency satisfactory to the extent the consideration for which consists of Equity Interests of the Borrower or warrantsMajority Lenders, 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 fully secured by securities described 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 Entities9.03(c); and (rk) other Investments without limit investments, loans and advances in or 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% Subsidiaries of the Borrowing Base, and (B) Borrower in the Leverage Ratio (as aggregate amount 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 less than 2.50 to 1.00$15,000,000.

Investments, Loans and Advances. The Borrower will not, nor not and will it not permit any of the Restricted Subsidiaries to, Kinder Xxxxxx X.X. 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 & Poors 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 & Poors 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);; and (g) Investments investments, loans or advances made by (i) any Credit Party the Borrower or Kinder Xxxxxx X.X. 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)its Subsidiaries, 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 outstanding $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 150,000 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 1.00aggregate.

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 McGraw-Hill Companies, Inc. or Xxxxx’xMoody's Investors Service, Inc.; (ex) demand deposits, and time deposits xeposits maturing within one witxxx xxx 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 McGraw-Hill Companies, Inc. or Xxxxx’xMoody's Investors Service, respectivelyInc., respxxxxxxxx; (f) deposits in money depositx xx xxney 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 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 Noteholders in Schedule 9.058.03; (b) accounts receivable arising in the ordinary course of business and payable in accordance with customary trade termsOf 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 & Poors Corporation 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 any Lender or any office located in the United States of States, Canada, or England of, any other bank or trust company which is organized under the laws of the United States States, Canada, England or any state or province thereof, which has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000.00 (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 Standard & Poors Corporation or Xxxxx’xMoodx'x Xxxestors Service, Inc. (or their successors), respectively; (f) deposits in money market funds investing exclusively in Investments investments described in Section 9.05(c8.03(c), Section 9.05(d8.03(d) or Section 9.05(e8.03(e); (g) Investments made by (i) any Credit Party in or of up 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 $400,000 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 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 obligationsQuest Resources L.L.C.; (i) Investments constituting Debt permitted investments, distributions, loans and advances by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (ii) investments, distributions, loans and advances by the Borrower in or to any Subsidiary of the Borrower which is not a Guarantor, provided that such Subsidiary has direct or indirect ownership interests in Oil and Gas Properties or gas gathering systems, gas plants, and similar assets related thereto and the aggregate outstanding amount of such investments, distributions, loans and advances under Section 9.02; this clause (jii) other Investments shall not to exceed $40,000,000 1,000,000 at any time, or (iii) investments in equity interests in any Person (other than a Subsidiary as provided in clauses (i) or (ii)) whose business is the acquisition, exploration and development of Oil and Gas Properties, gas gathering systems, gas plants, or any line of business which is closely related thereto, provided that the aggregate outstanding amount of any such investments under this clause (iii) shall not exceed $1,000,000 at any time; (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) investments, distributions, loans and advances by a Subsidiary to the Borrower; (j) extensions of credit to purchasers, working interest owners, employees and other persons in the ordinary course of business, up to an aggregate amount of all such Investments $1,000,000 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 will it permit any of the Restricted Subsidiaries to, not make or permit to remain outstanding any Investments loans or advances to or make investments or acquire an equity interest in or to any Person, except that the foregoing restriction shall not apply tofor: (a) Direct obligations of, or obligations the Investments existing principal of and interest on which are unconditionally guarantied by, the Closing Date and either reflected in the Financial Statements United States of America (or disclosed by any agency thereof to the Lenders in Schedule 9.05; (b) accounts receivable arising in extent such obligations are backed by the ordinary course of business full faith and payable in accordance with customary trade terms; (c) direct obligations credit of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereofof America), in each case maturing within one year from the date of creation acquisition thereof; (db) 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 Ratings Service or Xxxxx’xfrom Moody's Investors Service, Inc.; (ec) demand depositsInvestments in certifxxxxxx of deposit, banker's acceptances, repurchase agreements 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 of the United States of America or any state thereof, State thereof that has capital, a combined capital and surplus and undivided profits aggregating of not less than $250,000.000; (d) Shares of funds registered under the Investment Company Act of 1940, as amended, that have assets of at least $500,000,000 100,000,000 and invest only in obligations described in clauses (as a) through (c) above to the extent that such shares are rated by Moody's Investors Service, Inc. or Standard & Poor's Ratxxxx Xervice in one of the date two highest rating categories assigned by such agency for shares of such bank or trust company’s most recent financial reportsnature; (e) Loans by the Borrower to the Guarantor and has any other Subsidiary of Borrower that is a short term deposit rating guarantor of no lower than A2 or P2, as such rating the Indebtedness and/or capital contributions and/or investments by the Borrower in the Guarantor and any other Subsidiary of Borrower that is set forth from time to time, by S&P or Xxxxx’x, respectivelya guarantor of the Indebtedness; (f) deposits Loans or advances to employees in money market funds investing exclusively the ordinary course of business in Investments described an aggregate amount to any single employee not in Section 9.05(c)excess of $75,000 (or, Section 9.05(dif and to the extent such loans or advances shall be used by such employee for relocation expenses, $100,000) or Section 9.05(e)and in an aggregate amount for all employees of the Borrower and the Subsidiaries not in excess of $500,000 at any one time outstanding; (g) Investments made by (i) any Credit Party in or to any other Credit Party Trade credits and (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Party, accounts arising 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 in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to any Credit Party made as a result of a bankruptcy or other insolvency proceeding the receipt of the obligor non-cash consideration from an asset sale that was made pursuant to and in respect of such obligations or upon the enforcement of such obligations or of any Lien securing such obligationscompliance with this Agreement; (i) Investments constituting Debt permitted under Section 9.02made in any debtor of the Borrower as a result of the receipt of stock, obligations or securities in settlement of debts created in the ordinary course of business and owing to the Borrower or any of its Subsidiaries; (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 or customary arrangements which are or become usual and customary entered into in the oil and gas exploration and production ordinary course of business (including, without limitation, advances to operators under operating agreements entered into by Borrower in the ordinary course of business) (provided that any such single investment in excess of $1,000,000 shall be approved by the Board of Directors of the Borrower); (mk) 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 the purchase, lease, or other Investment permitted hereunder; (o) Investments held by a acquisition of tangible assets of any Person acquired in a Permitted Acquisition to the extent that such Investments were not and investments 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 Investmentpurchase, escrow deposits to secure indemnification obligations in connection with a Transfer permitted by Section 9.11, Permitted Acquisition lease or other Investment permitted hereunder; (q) the contribution acquisition of all or part substantially all of the Credit Parties’ Water Services Assets to business, of any Person, or capital stock of any Person, or any division, line of business or business unit of any Person (including, without limitation, (i) by the Riptide Entitiesmerger or consolidation of such Person into the Borrower or any of its Subsidiaries or by the merger of a Subsidiary of the Borrower into such Person and (ii) the purchase of proved reserves); and (rl) Any other Investments investments in any Person having an aggregate fair market value (measured on the date each such investment was made and 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 Investmentsubsequent changes in value), (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 when taken together with all other investments made pursuant to Section 8.01(athis clause (l) or Section 8.01(b)) shall not be greater than 2.50 to 1.00exceed $1,000,000.

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 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 9.059.03; (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’xMoody's Investors Service, Inc.; (e) demand deposits, and time deposits maturing within one wixxxx xxe 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’xMoody's Investors Service, Inc., respectively; (f) deposits in money deposixx xx xoney market funds investing exclusively in Investments investments described in Section 9.05(cSubsections 9.03(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 its Active Subsidiaries and investments, loans or advances made by any other Credit Party and Active Subsidiary in or to the Borrower or another Active Subsidiary, as long as such Active Subsidiary is a Guarantor under this Agreement. (iih) advances to employees of the Borrower or any Credit Party in a Restricted Active Subsidiary that is not a Credit Party, for the payment of expenses in the case ordinary course of this clause (ii)business, not to exceed $25,000.00 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 1,500,000.00 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) Subsection 9.01(g). Notwithstanding the foregoing, neither the Borrower nor any Subsidiary will make loans or Section 8.01(b)) shall not be greater than 2.50 to 1.00advances to, or investments into, Madisonville.

Investments, Loans and Advances. The Neither the Borrower nor any Guarantor 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 by S&P Standard & Poor's Corporation 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 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’xMoodx'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 the Borrower in or to the Guarantors or by any other Credit Party and (ii) any Credit Party Guarantor in a Restricted Subsidiary that is not a Credit Party, 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 outstandingBorrower or another Guarantor; (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 thereto, and investments, loans or advances in connection with or related to or made pursuant to the requirements of farm-outout agreements, farm-inin agreements, joint operatingoperating agreements, joint venture or area of mutual interest agreements, gathering systemsprocessing facilities, pipelines or other similar or customary arrangements which are or become usual and customary made in the oil and gas exploration and production business; (m) Investments ordinary course of business only insofar as they do not (i) to reduce the extent the consideration for which consists of Equity Interests net revenue interest of the Borrower or warrants, options any Guarantor in any Oil and Gas Property for which value was given in the most recent Borrowing Base redetermination below the undivided net revenue interest specified for the Borrower or other rights to purchase or acquire Equity Interests of such Guarantor in the Borrower, most recent Reserve Report utilized by the Administrative Agent and the Lenders in determining the then effective Borrowing Base and/or (ii) with up to 100% of increase the undivided working interest in any such Oil and Gas Property without a corresponding increase in the net cash proceeds of an offering revenue interest specified for the Borrower or issuance of Equity Interests such Guarantor in the most recent Reserve Report utilized by the Borrower (to Administrative Agent and the extent made within 150 days of Lenders in determining 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 Subsidiariesthen effective Borrowing Base; (ni) Permitted Acquisitions and any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition loans or other Investment permitted hereunder; (o) Investments held by a Person acquired in a Permitted Acquisition advances 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 employees of the Credit Parties’ Water Services Assets Borrower and the Guarantors in the ordinary course of business not 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 exceed an amount equal to $500,000 in the aggregate at least 15% of any time outstanding. (j) other investments, loans or advances not to exceed, in the Borrowing Baseaggregate at any time outstanding, and an amount equal to $5,000,000. (Bk) 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 made pursuant to Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00the Deferred Compensation Plan.

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 outstandingGuarantor; (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 Entitiesthereto; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiencyinvestments by the Borrower or any Guarantor in Unrestricted Subsidiaries engaged exclusively in oil and gas exploration, Default or Event of Default has occurreddevelopment, is continuing or would result therefromproduction, (ii) after giving pro forma effect processing and related activities 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 $10,000,000.00.

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 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 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 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 Borrower in or to any other Credit Party and its Subsidiaries that are Loan Parties or (ii) any Credit Party in made by Loan Parties to each other or the Borrower provided, that, as a Restricted Subsidiary that is not a Credit Partycondition thereto, in the case of this clause (ii), not Borrower and the Loan 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 outstandingAdministrative Agent necessary to maintain the Administrative Agent’s perfected first 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 Borrower or any Guarantor; provided, that, the following restrictions shall apply only so long as any of the Second Lien Notes (or any Permitted Refinancing Debt thereof) remain outstanding: (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 Borrower on account of the Borrower’s common Equity Interests, (x) designated by the Borrower to be used for Permitted Equity Acquisitions or the purchase or acquisition of Oil and Gas Properties in a writing delivered to the Administrative Agent 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 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 or, in each case, such greater amounts as may be agreed by the Administrative Agent; provided that no Loan Party shall be permitted to make an Investment under this clause (k) to the extent that a Default or an Event of Default has occurred or is continuing unless (1) such Loan Party entered into a binding agreement to make such Investment when no Default or Event of Default had occurred and was continuing 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 trade or exchange of Oil and Gas Properties for Oil and Gas Properties of equivalent (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 as reasonably determined by the Borrower in good faith) value (including any cash necessary to the extent made within 150 days achieve an exchange of the closing of such offeringequivalent value subject to Section 9.11(f), 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;); and (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 in the aggregate at any one time outstanding not 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 $7,500,000.

Investments, Loans and Advances. The Borrower will not, None of the Obligors nor will it permit any of the Restricted their 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 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 outstandingGuarantor; (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to investments by 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 Obligor 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 Entitiesthereto; and (r) other Investments without limit to the extent that (i) no Borrowing Base deficiencyinvestments by any Obligor in Unrestricted Subsidiaries engaged exclusively in oil and gas exploration, Default or Event of Default has occurreddevelopment, is continuing or would result therefromproduction, (ii) after giving pro forma effect processing and related activities 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 $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 outstanding, or enter into any agreement to make, 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 that 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 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 (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’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 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) 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(h) exceeds $1,000,000; (i) Investments constituting Debt Indebtedness permitted under Section 9.02; (j) other Investments not credit provided to exceed $40,000,000 new or existing customers of the Loan Parties for the costs and expenses of extending service to such customers and for which such customers are contractually obligated to reimburse the Loan Party providing such credit in the aggregate at any timeordinary course of business; (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 InvestmentPermitted Acquisitions; (l) Investments representing non-cash consideration received 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 or other similar arrangements which are or become usual and customary in the oil and gas exploration and production businessdispositions permitted under Section 9.11; (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 in Hedging Agreements 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 9.17; (n) Permitted Acquisitions and Investments in Excluded Subsidiaries, partnerships, joint ventures or 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 similar business 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 Loan Parties’ Water Services Assets to the Riptide Entities; and (r) other Investments without limit to the extent provided that (i) no Borrowing Base deficiency, Default exists or Event of Default has occurred, is continuing or would result results therefrom, (ii) after giving pro forma effect to such InvestmentInvestment (and any debt incurred in connection therewith), (A) the Borrower’s Liquidity is an amount equal to at least 15% of the Borrowing Base, not less than $20,000,000 and (B) the Leverage Ratio Borrower is in pro forma compliance (as set forth in Section 1.05(c)) with all applicable covenants set forth in Section 9.01 hereof; (o) Investments made substantially contemporaneously with the consummation of the end of Specified Transactions on the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered Effective Date to the extent required pursuant to Section 8.01(athe Contribution Agreement; and (p) or Section 8.01(b)) shall other Investments not be greater than 2.50 to 1.00exceed $10,000,000 in the aggregate at any time.

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;Mxxxx’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’xMxxxx’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, (Bobligations or securities received in settlement of debts arising from Investments permitted under this Section 9.04(b) 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 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 (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 the Borrower in or to any other Credit Party ATP (UK) as reflected on Schedule 9.03 and additional investments, loans or advances made by the Borrower in or to ATP (ii) any Credit Party in a Restricted Subsidiary that is not a Credit Party, in the case of this clause (iiUK), not to exceed at any one time outstanding in the aggregate the greater amount of any notes issued by ATP (xUK) $75,000,000 and (y) 3.0% payable to the order of the Borrowing Base at any time outstandingBorrower and collaterally assigned to, and held in the possession of, the Administrative Agent; (h) Investments in stockother investments, obligations loans 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 $40,000,000 250,000 in the aggregate at any time;; and (k) Investments in Joint Ventures and Unrestricted Subsidiaries, provided that (i) investments by 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 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, or acquire, or make any commitment therefor, including the purchase or acquisition of any Capital Stock in, or any material portion of the assets of, any Person, or make or commit to make any advance or extension of credit or capital contribution to any PersonPerson including any Affiliate of Borrower, except that the foregoing restriction shall not apply to: (a) the Investments existing on the Closing Date and either reflected in the Financial Statements investments, loans or advances which are disclosed to the Lenders Agent 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 loans or advances by (i) any Credit Party in Subsidiary to the Borrower or a Wholly Owned Subsidiary of Borrower, or by the Borrower 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;Wholly Owned Subsidiary; and (h) Investments advances to employees in stock, obligations or securities received in settlement the ordinary course of debts arising from Investments permitted under this Section 9.05 owing to business which shall not at 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 time exceed $40,000,000 250,000 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 1.00aggregate.

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 xxxxxx 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 mxxxxx xunds 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 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) (i) Investments on, or made pursuant to legally binding written commitments in existence on, 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; and (ii) Investments existing on and made prior to the Effective Date of the Borrower or any Restricted Subsidiary in any other Subsidiary; (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 or instrumentality 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) securities issued by any state, territory or commonwealth of the United State or any political subdivision of any such state, territory or commonwealth or any public instrumentality thereof having maturities of not more than 12 months from the date of acquisition thereof and, at the time of acquisition, having an investment grade rating generally obtainable from either S&P or Xxxxx’x (or, if at any time neither S&P nor Xxxxx’x shall be rating such obligations, then from another nationally recognized rating service); (e) commercial paper maturing within one year from the date of creation acquisition thereof rated in one of the two highest grades A-2 or P-2 by either S&P or Xxxxx’xXxxxx’x (or, if at any time neither S&P nor Xxxxx’x shall be rating such obligations, an equivalent rating from another nationally recognized rating service); (ef) demand deposits, and time deposits with, or domestic and LIBOR certificates of deposit or bankers’ acceptances maturing within one year from the date of creation thereofacquisition thereof issued by, with, or issued by any Lender or any office located in the United States of any other bank or trust company which (i) is organized under the laws of the United States or any state thereof, (ii) at the time of deposit, has capital, surplus and undivided profits aggregating at least $500,000,000 100,000,000 (as of the date of reflected on such bank bank’s or trust company’s most recent financial reports) and (iii) at the time of deposit, has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by either S&P or Xxxxx’x, respectivelyrespectively (or, if at any time neither S&P nor Xxxxx’x shall be rating such bank or trust company, an equivalent rating from another nationally recognized rating service); (fg) deposits in money market funds investing that (i) invest exclusively in Investments described in Section 9.05(c), Section 9.05(d), Section 9.05(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 have assets in excess of $100,000,000 or (iii) have a Restricted Subsidiary that is not a Credit Partyrating of at least A-2 or P-2 from either S&P or Xxxxx’x (or, 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 if at any time outstandingneither S&P nor Xxxxx’x shall be rating such obligations, an equivalent rating from another nationally recognized rating service); (h) Investments in stock, obligations or repurchase agreements with a term of not more than 90 days for underlying 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 Section 9.05(c), Section 9.05(d) and Section 9.05(f) above entered into with any bank meeting the qualifications specified in Section 9.05(f) above or registered securities dealers of such obligations or upon the enforcement of such obligations or of any Lien securing such obligationsnational standing; (i) Investments constituting Debt permitted under Section 9.02received in connection with the bankruptcy or reorganization of suppliers or customers and in settlement of delinquent obligations of, and other disputes with, customers arising in the ordinary course of business or upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (j) Investments (i) made by the Borrower in or to the Guarantors (including Guarantee Obligations supporting Debt and other Investments not obligations of the Guarantors permitted under this Agreement) and (ii) made by any Restricted Subsidiary in or to exceed $40,000,000 in the aggregate at Borrower or any timeGuarantor (including Guarantee Obligations supporting Debt and other obligations of the Borrower or any Guarantor permitted under this Agreement); (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 in direct ownership interests Investments in additional Oil and Gas Properties and gas gathering systems related thereto (including Investments in Equity Interests in a Person owning such assets resulting in such Person becoming a Wholly-Owned Subsidiary hereunder, subject to such Person’s compliance with Section 8.13(b)) or Investments related to or made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture venture, development, unitization, pooling, bidding or area of mutual interest agreements, gathering gathering, transportation, processing or related systems, pipelines or other similar arrangements and agreements 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 or any other jurisdiction permitted hereunder; (l) so long as (i) no Default or Event of Default exists either before or after giving effect thereto and (ii) the Borrower is in compliance with Section 9.01 both before and after giving effect thereto on a pro forma basis, Investments in Unrestricted Subsidiaries; provided that the aggregate amount of all such Investments at any time shall not exceed $200,000,000; (m) Investments (i) loans and advances to the extent the consideration for which consists of Equity Interests employees, officers and directors of the Borrower or warrantsany Subsidiary (i) for reasonable and customary business-related travel, options or other rights to purchase or acquire Equity Interests entertainment, relocation and analogous ordinary business purposes (including employee payroll advances); provided the aggregate principal amount of the Borrower, all such Investments at any time shall not exceed $10,000,000 and (ii) with up pursuant to 100% of the net cash proceeds of an offering contractual, charter, bylaw, statutory or issuance of Equity Interests by the Borrower (to the extent made within 150 days of the closing of such offering)other indemnification provisions or agreements, in each case in (A) joint ventures engaging in businesses conducted to the extent permitted by companies in applicable law, including Section 402 of the oil and gas industry, (B) any Unrestricted Subsidiary or nonXxxxxxxx-Guarantor Restricted Subsidiary or (C) any other Person or (iii) with Equity Interests in Unrestricted Subsidiaries or other Persons that are not Restricted SubsidiariesXxxxx Act of 2002; (n) Permitted Acquisitions other Investments, including joint ventures and non-hostile Investments in Equity Interests of other Persons, not to exceed three percent (3%) of Total Assets in the aggregate at any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereunder; time (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 (measured as of the end of date such Investment is made using the financial statements most recently ended fiscal quarter or fiscal year for which financial statements have been delivered to the Administrative Agent pursuant to Section 8.01(a) or Section 8.01(b)); provided that the foregoing limits shall not apply for any period during which, and Investments may be made pursuant to this paragraph (n) without limit at any such time during which, after giving pro forma effect to the making of such Investment, (i) no Event of Default has occurred and is continuing and (ii) Liquidity is not less than 10% of the then effective Loan Limit (on a pro forma basis after giving effect to such Investment), provided further that intercompany current liabilities incurred in the ordinary course of business and consistent with past practices, in connection with the cash management operations of the Borrower and its Subsidiaries shall not be greater than 2.50 to 1.00included in calculating any limitation in this paragraph at any 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’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 (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’xCREDIT AGREEMENT - Page 88 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 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) 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 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 of such obligations or upon the enforcement of such obligations or of 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 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 (Borrower 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 a 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 business located within the extent the consideration for which consists of Equity Interests geographic boundaries of the Borrower or warrantsUnited States of America, 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 provided 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 Borrower shall be in compliance, on a pro forma basis after giving effect to at least 15% of any such Investment, with the Borrowing Base, and (B) the Leverage Ratio (financial covenants set forth in Section 9.01 recomputed as of the end last day of the most recently ended fiscal quarter or fiscal year of the Borrower for which financial statements are available, and (B) no Event of Default shall have been delivered pursuant occurred and be continuing or would result therefrom; (j) Permitted Employee Loans and other loans or advances to employees, managers, officers or directors in the ordinary course of business of the Borrower or any of its Subsidiaries, in each case only as permitted by applicable law, including Section 8.01(a402 of the Sarbanes Oxley Act of 2002, but in any event all such amounts under this clause (j) not to exceed $600,000 in the aggregate at any time (which amount is in addition to the Investments otherwise permitted by this Section 9.05); (k) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 8.01(b)9.05 owing to the 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 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(k) exceeds $1,000,000; (l) Investments made by the Borrower or any Subsidiary in or to the Excluded Subsidiary in an amount not to exceed $3,000,000 in the aggregate at any time solely for the purpose of funding the acquisition by the Excluded Subsidiary of the corporate headquarters of the Borrower and its Subsidiaries; provided, that both immediately prior to and after giving effect thereto, no Default shall have occurred and be continuing or shall result therefrom; and (m) other Investments not be greater than 2.50 to 1.00exceed $1,000,000 in the aggregate at any time.

Investments, Loans and Advances. The Borrower Each Loan Party 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 that are, in the case of Investments made prior to the date of the financial statements referred to in Section 4.04(a), reflected in the Financial Statements or disclosed financial statements referred to the Lenders in Section 4.04(a) and, in any event, described on Schedule 9.056.05; (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 (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[reserved]; (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)[reserved]; (g) Investments made by (i) any Credit Party the Borrower in or to any other Credit Party and (ii) Subsidiary or by any Credit Party Subsidiary in a Restricted Subsidiary that is not a Credit Party, 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 Subsidiary; (h) subject to Section 6.06, 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 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 Properties, gas gathering, processing and gas gathering transportation systems related thereto or related to or made and all other assets contemplated by the permitted business of the Borrower located within the geographic boundaries of the United States of America in accordance with the Budget covenant in Section 5.23 and pursuant to acreage trades permitted under Section 6.11; (i) Investments in EHH (or another direct or indirect Subsidiary of EHH) in an aggregate amount not to exceed amounts made prior to the requirements of farm-outClosing Date plus additional amounts (if any) in accordance with the Budget covenant set forth in Section 5.23; (j) entry into operating agreements, working interests, royalty interests, mineral leases, processing agreements, farm-inout agreements (to the extent permitted under Section 6.11), joint operatingcontracts for the sale, joint venture transportation or exchange of oil and natural gas, unitization agreements, polling arrangements, area of mutual interest agreements, gathering systems, pipelines 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; (k) [reserved]; (l) Investments arising from the endorsement of financial instruments in the ordinary course of business and production businessin accordance with the Budget covenant set forth in Section 5.23 in all respects; (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 SubsidiariesGuarantees permitted under Section 6.02; (n) Permitted Acquisitions and Investments (other than Investments in GreenHunter Energy, Inc.) not to exceed $250,000 in the aggregate outstanding at any customary xxxx xxxxxxx money deposits made in connection with a proposed Permitted Acquisition or other Investment permitted hereundertime; (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[reserved]; (p) to the extent constituting an Investment, escrow deposits to secure indemnification obligations Investments in connection with a Transfer permitted by Section 9.11, Permitted Acquisition securities or other Investment permitted hereunderassets of trade creditors or customers in the ordinary course of business received in settlement or bona fide disputes or upon foreclosure or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers; (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 deficiencyInvestments consisting of xxxxxxx money deposits in connection with an Investment otherwise permitted by this Section 6.05, Default or Event of Default has occurred, is continuing or would result therefrom, and (ii) after giving pro forma effect to such Investmentlease, (A) utility or similar deposits in the Liquidity is an amount equal to at least 15% ordinary course of business and in accordance with 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 Budget covenant set forth in Section 8.01(a) or Section 8.01(b)) shall not be greater than 2.50 to 1.00.5.23;

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 notDirectly or indirectly, nor will it permit lend money or credit (by way of guarantee or otherwise) or make advances to any person, or purchase or acquire any stock, bonds, notes, debentures or other obligations or securities of, or any other interest in, or make any capital contribution to, any other person, or purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract (all of the Restricted Subsidiaries toforegoing, make or permit to remain outstanding any Investments in or to any Personcollectively, “Investments”), except that the foregoing restriction following shall not apply tobe permitted: (a) the Companies may consummate the Transactions in accordance with the provisions of the Transaction Documents; (b) Investments existing outstanding on the Closing Date and either reflected in the Financial Statements or disclosed to the Lenders in identified on Schedule 9.056.04(b); (bc) accounts receivable arising the Companies may endorse negotiable instruments held for collection 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 thereofbusiness; (d) commercial paper maturing within one year from Investments in any entity that would not be considered a Subsidiary pursuant to the definition of such term (a “Joint Venture”); provided, that, during the period commencing on the date hereof and ending on the day that the principal of creation thereof rated and interest on each Loan and all other expenses or amounts payable under any Transaction Document have been paid in one full, the aggregate amount of such Investments, shall not exceed $2,000,000 without the prior written consent of the two highest grades by S&P or Xxxxx’xLender; (e) demand depositsInvestments with respect to Subsidiaries of the Borrowers (other than the Re-Warehousing Reserve Account Investment); provided, that, during the period commencing on the date hereof and ending on the day that the principal of and interest on each Loan and all other expenses or amounts payable under any Transaction Document have been paid in full, the aggregate amount of such Investments, together with Investments described in Section 6.04 (d), and time deposits maturing within the aggregate consideration paid in connection with Acquisitions described in Section 6.07 (b), shall not exceed $10,000,000. For the purpose of calculating compliance with the $10,000,000 limitation contained herein and in Section 6.07(b), Borrowers shall count each transaction only once, regardless of whether such transaction constitutes a transaction that meets the requirements of more than one year from the date of creation thereofSections 6.04(d), 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 reports6.04(e) 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;6.07(b); and (f) deposits Investments with respect to the Re-Warehousing SPV in money market funds investing exclusively in Investments described in Section 9.05(c)an amount not to exceed $10,000,000 which shall be used by the Re-Warehousing SPV for the initial funding of the Re-Warehousing Reserve Account (the “Re-Warehousing Reserve Account Investment”) and any additional amounts thereafter added thereto from, Section 9.05(d) or Section 9.05(e)and as a percentage of, excess income of the Re-Warehousing SPV; (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, mortgage loans 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 outstanding;business; 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 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 1.00Cash Equivalents.

Investments, Loans and Advances. The Borrower No Loan Party 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;9.05(a). (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 $500,000,000 100,000,000 (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;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 maturing within one year from the date of creation thereof which are either (i) in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e);) or (ii) rated AAA/Aaa by S&P or Xxxxx’x. (g) Investments (i) made by the Borrower in or to the other Loan Parties, and (ii) made by a Loan Party in or to the Borrower or any other Loan Party. (h) subject to the limits in Section 9.07, Investments (including, without limitation, capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by such Loan Party with others in the ordinary course of business; provided that (i) any Credit Party such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, except for existing Investments described or referred to any other Credit Party on Schedule 9.05(h) and Investments permitted by Section 9.05(i), (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;time outstanding an amount equal to $125,000,000. (ki) subject to the limits in Section 9.07, additional Investments (including, without limitation, capital contributions) in Joint Ventures the ventures described or referred to on Schedule 9.05(h) and Unrestricted Subsidiariesnew Investments (including, without limitation, capital contributions) in ventures entered into by such Loan Party with others in the ordinary course of business; provided that (i) any such venture is not engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the aggregate amount interest in such venture is acquired in the ordinary course of all business and on fair and reasonable terms and (iii) 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;$25,000,000. (lj) 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;business located within the geographic boundaries of the United States of America. (mk) Investments (i) to so long as no Event of Default shall have occurred which is continuing, from and after the extent the consideration for which consists of Equity Interests of date hereof, the Borrower or warrantsmay make repurchases of its stock; provided, options or other rights to purchase or acquire Equity Interests of however, during any time the Borrower’s ratio of Total Debt to consolidated tangible net worth is greater than 2.50 to 1.00, (ii) with up to 100% of the net cash proceeds of an offering or issuance of Equity Interests aggregate amount paid 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;repurchases shall not exceed $75,000,000. (pl) 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 so long as (i) no Borrowing Base deficiency, Default or Event of Default has occurred, is continuing exists either before or would result therefrom, after giving effect thereto and (ii) the Borrower is in compliance with Section 9.01 both before and after giving effect thereto on a pro forma effect to basis, Investments in Unrestricted Subsidiaries, provided that the aggregate amount of all such Investment, (A) the Liquidity is an amount equal to Investments 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)) any one time shall not be greater than 2.50 to 1.00exceed $200,000,000.

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, (iii) immediately after giving effect to such Investment, Availability is greater than or equal to the greater of (A) $10,000,000 and (B) 5% of the lesser of the Aggregate Maximum Credit Amounts and the Borrowing Base then in effect, and (iv) 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 Parent 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 terms;or under Section 9.11. (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;. (f) deposits Investments in money market or similar funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e);with assets of at least $1,000,000,000 and rated Aaa by Xxxxx’x and AAA by S&P. (g) Investments (i) made by the Parent in the Borrower, (ii) made by the Borrower in or to the Subsidiary Guarantors, (iii) made by any Domestic Subsidiary in or to the Borrower or any Guarantor, and (iv) made by the Borrower or any Guarantor in or to Restricted Subsidiaries which are not Guarantors in an aggregate amount at any one time outstanding not to exceed $5,000,000. (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 a Restricted Subsidiary 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 and marketing, (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 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 outstanding an amount equal 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;$10,000,000. (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 all of 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 or Canada. (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 $500,000 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. (l) Investments in Unrestricted Subsidiaries, provided that the aggregate amount of all such Investments shall not exceed (i) $20,000,000 in any fiscal year; plus (ii) an amount equal to the net cash proceeds of any Equity Issuance (other than Disqualified Capital Stock); provided that such net proceeds are so invested within 120 days following such issuance; plus (iii) any amounts or dividends distributed from an Unrestricted Subsidiary to any Loan Party (with such amounts carrying over for succeeding fiscal years to the extent not used). (m) Investments (i) pursuant to the extent the consideration for which consists of Equity Interests of the Borrower Swap Agreements 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;hedging agreements otherwise permitted under this Agreement. (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 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 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 & Poors Corporation 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 in cluding 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 & Poors Corporation or Xxxxx’xMoodx'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 the Borrower 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;Guarantors; and (h) Investments other investments, loans or advances not to exceed $2,000,000 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;calendar year. (i) Investments constituting Debt permitted under Section 9.02;In addition to the foregoing, the Borrower may make investments other than those described above and in connection therewith request Loans hereunder of unused Available Amounts, if any, provided, such Loans and investments shall be made only upon the consent of all Lenders, such consent to be in each Lender's sole and absolute discretion. In connection with any such request for investment and/or Loan: (ja) other Investments not The Borrower shall have provided to exceed $40,000,000 in the aggregate at any time;Agent schedules of the Property to be acquired together with title information covering the Property to be acquired, reasonably satisfactory to the Agent. (kb) Investments in Joint Ventures The Borrower shall have provided to the Agent environmental reports and Unrestricted Subsidiariesother environmental diligence materials covering the Property to be acquired, reasonably satisfactory to the Lenders. (c) The Borrower shall have provided that (i) to the aggregate amount Agent other due diligence materials covering the Property to be acquired reasonably satisfactory to the Lenders and the Lenders shall have completed their due diligence review of all such Investments at any one time permitted by this Section 9.05(k) matters as they shall not exceed $100,000,000 (or its equivalent in other currencies as deem appropriate, including a review of each of the purchase agreements relating to the acquisitions, and all other documents relating thereto, the Properties to be acquired and operations thereof, compliance with Environmental Laws, and any available reports related thereto, and the results of such due diligence review shall be satisfactory to the Lenders. (d) The Borrower shall have subjected all of the Properties to be acquired to a valid and enforceable first priority liens and security interests securing the Indebtedness and provided to the Agent evidence reasonably satisfactory to the Lenders, including legal opinions, that the Lenders have received valid and enforceable Liens on the Property to be acquired, that all security documents, certificates of title, stock powers and notices related thereto shall have been duly delivered to the appropriate offices for filing or recording, and that the Agent shall have received confirmations of receipt thereof by the appropriate filing or recording offices. (e) The Borrower shall have provided appraisals of the Properties to be acquired prepared by independent third parties and in a form reasonably acceptable to the Agent. (f) The Borrower shall have provided to the Agent the most recent financial statements of the companies that relate to the Properties to be acquired but in no event shall such statements be dated prior to ninety days before the closing 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 1.00respective acquisition.