Common use of Investments, Loans and Advances Clause in Contracts

Investments, Loans and Advances. The Parent Guarantor will not, and will not permit any 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 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. (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 no lower than A2 or P2 by S&P or Xxxxx’x, respectively. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit 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 $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 (i) made by the Parent Guarantor in or to the Borrower, (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Subsidiary in or to the Borrower or any Guarantor, and (iv) made by the Borrower or any Guarantor (other than the Parent Guarantor) or any Subsidiary in or to any Subsidiary that is not a Guarantor in an aggregate amount in all such Subsidiaries at any one time outstanding not to exceed $5,000,000. (h) Investments (including, without limitation, capital contributions), in the Partnerships. (i) loans or advances to employees, officers or directors of the Parent Guarantor or any of its Subsidiaries, in each case in the ordinary course of business and consistent with past practices. (j) 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 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 Parent Guarantor or any of its Subsidiaries (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and 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 compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to the Administrative Agent for the benefit of the Lenders in such acquired assets. (l) Investments in Unrestricted Subsidiaries not to exceed $25,000,000 in the aggregate at any time. (m) other Investments not to exceed $25,000,000 in the aggregate at any time.

Investments, Loans and Advances. The Parent Guarantor Borrower will not, and will not permit any 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 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. (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 no lower than A2 or P2 in the highest grade by S&P or Xxxxx’x, respectively. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit in excess of the FDIC insured amount 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 $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 certificates of deposit that do not exceed the FDIC insured amount shall be permitted without regard to the issuing bank’s rating. (f) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e). (g) Investments (i) made by the Parent Guarantor Borrower in or to the Borrower, Guarantors or (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Subsidiary in or to the Borrower or any Guarantor, and (iv) made by the Borrower or any Guarantor (other than the Parent Guarantor) or any Subsidiary in or to any Subsidiary that is not a Guarantor in an aggregate amount in all such Subsidiaries at any one time outstanding not to exceed $5,000,000. (h) Subject to 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 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 Partnershipsaggregate at any time outstanding an amount equal to $250,000. (i) loans Subject to 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, 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 Parent Guarantor 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 ordinary course of business and consistent with past practicesaggregate at any time. (jk) 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 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 Parent Guarantor Borrower or any of its Subsidiaries (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, ; provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iii) such Person is principally engaged in the same business as the Obligors; (iv) that the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to give the Administrative Agent for prompt written notice in the benefit event that the aggregate amount of the Lenders in such acquired assetsall Investments held at any one time under this Section 9.05(k) exceeds $100,000. (l) Xxx Xxxxxx Xxxxxxx 0000 Loan Agreement. (m) Other Investments in Unrestricted Subsidiaries not to exceed $25,000,000 250,000 in the aggregate at any time. (m) other Investments not to exceed $25,000,000 in the aggregate at any time.

Investments, Loans and Advances. The Parent Guarantor Borrower will not, and will not permit any Restricted 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 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. (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 no lower than A2 or P2 in the highest grade by S&P or Xxxxx’x, respectivelyXxxxx'x. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit 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 $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, 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 (i) made by the Parent Guarantor Borrower in or to the BorrowerGuarantors, (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Restricted Subsidiary in or to the Borrower or any Guarantor, (iii) made by the Borrower or any Restricted Subsidiary in or to all other Domestic Subsidiaries which are not Guarantors in an aggregate amount at any one time outstanding not to exceed $200,000, and (iv) made by the Borrower or any Guarantor (other than the Parent Guarantor) or any Restricted Subsidiary in or to any Foreign Subsidiary that is not a Guarantor in an aggregate amount in all such Subsidiaries at any one time outstanding not to exceed $5,000,000100,000. (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 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 Partnershipsaggregate at any time outstanding an amount equal to $500,000. (i) subject to the limits in Section 9.07, Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America. (j) loans or advances to employees, officers or directors of the Parent Guarantor or any of its Subsidiaries, in each case in the ordinary course of business and consistent with past practicesof 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 $50,000 in the aggregate at any time. (jk) 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 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 Parent Guarantor Borrower or any of its Restricted Subsidiaries (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, ; provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iii) such Person is principally engaged in the same business as the Obligors; (iv) that the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to give the Administrative Agent for prompt written notice in the benefit event that the aggregate amount of the Lenders in such acquired assetsall Investments held at any one time under this Section 9.05(k) exceeds $500,000. (l) Investments in Unrestricted Subsidiaries Subsidiaries, provided that the aggregate amount of all such Investments at any one time shall not to exceed $25,000,000 5,000,000 (or its equivalent in other currencies as of the aggregate at any timedate of Investment). (m) other Investments not to exceed $25,000,000 in the aggregate at any time.

Investments, Loans and Advances. The Parent Guarantor Neither the Borrower nor any of its Subsidiaries will not, and will not permit any 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 reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05Statements. (b) accounts receivable arising in the ordinary course of 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 no lower than A2 or P2 in the highest grade by S&P or Xxxxx’x, respectively. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit 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 $100,000,000 250,000,000 (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 (i) made by the Parent Guarantor Borrower in or to the BorrowerGuarantors, (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Subsidiary in or to the Borrower or any Guarantor, and (iviii) made by the Borrower or any Guarantor (other than in Subsidiaries that are not Guarantors, provided that the Parent Guarantor) or any Subsidiary aggregate of all Investments made by the Borrower and the Guarantors in or to any Subsidiary all Subsidiaries that is are not a Guarantor in an aggregate amount in all such Subsidiaries Guarantors shall not exceed $2,000,000 at any one time outstanding not to exceed $5,000,000time. (h) 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 any of its Subsidiaries with others in the ordinary course of business; provided that (i) the interest in such venture is acquired in the ordinary course of business and on fair and reasonable terms and (ii) 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 Partnershipsaggregate at any time outstanding an amount equal to $2,000,000. (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, 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 Parent Guarantor 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 $250,000 in the ordinary course of business and consistent with past practicesaggregate at any time. (jk) 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 Borrower or any Subsidiary of its Subsidiaries 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 Parent Guarantor Borrower or any of its Subsidiaries (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, ; provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iii) such Person is principally engaged in the same business as the Obligors; (iv) that the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to give the Administrative Agent for the benefit of the Lenders in such acquired assets. (l) Investments in Unrestricted Subsidiaries not to exceed $25,000,000 prompt written notice in the event that the aggregate amount of all investments held at any timeone time under this Section 9.05(i) exceeds $250,000. (m) other Investments not to exceed $25,000,000 in the aggregate at any time.

Investments, Loans and Advances. The Parent Guarantor Borrower will not, and will not permit any 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 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. (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 no lower than A2 or P2 by S&P or Xxxxx’x, respectively. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit 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 $100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectivelyrespectively or, in the case of any Foreign Subsidiary, a bank organized in a jurisdiction in which the Foreign Subsidiary conducts operations having assets in excess of $500,000,000 (or its equivalent in another currency). (f) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e). (g) Investments (i) made by the Parent Guarantor Borrower in or to the BorrowerGuarantors, (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Subsidiary in or to the Borrower or any Guarantor; (iii) made by the Borrower or any Subsidiary in or to any Domestic Subsidiary that is not a Guarantor plus amounts invested under Section 9.05(h) in an aggregate amount at any one time outstanding not to exceed $50,000,000, and (iv) made by the Borrower or any Guarantor (other than the Parent Guarantor) or any Subsidiary in or to any Foreign Subsidiary that is not a Guarantor in an aggregate amount in all such Subsidiaries at any one time outstanding not to exceed $5,000,00050,000,000. 94 Section 9.04(b)(i)(B) amended by the 4th Amendment. (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 or joint ventures (each a “Venture”) entered into by the Borrower or a Subsidiary with others in the Partnerships. ordinary course of business; provided that (i) loans any such Venture is engaged either exclusively in (1) oil and gas exploration, development and production associated with the Borrower’s or advances to employeesits Subsidiary’s Oil and Gas Properties or (2) constructing and operating gathering and pipeline systems, officers treatment or directors processing facilities, compression facilities and other related facilities for the treatment, transportation or storage of Hydrocarbons on the Parent Guarantor or any of its SubsidiariesBorrower’s Oil and Gas Properties, (ii) the interest in each case such Venture is acquired in the ordinary course of business and consistent with past practiceson 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 $100,000,000. (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, 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 and Canada. (j) 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 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 by Section 9.02. (k) loans and advances to directors, officers and employees permitted by applicable law not to exceed $3,500,000 in the aggregate at any time. (l) 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 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 Parent Guarantor Borrower or any of its Subsidiaries (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and 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 compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to the Administrative Agent for the benefit of the Lenders in such acquired assets. (l) Investments in Unrestricted Subsidiaries not to exceed $25,000,000 in the aggregate at any time. (m) other Investments not to exceed $25,000,000 75,000,000 in the aggregate at any time.time.95

Investments, Loans and Advances. The Parent Guarantor Borrower will not, and will not permit any of the Subsidiary 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) Investments reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05.; (b) Investments made by the Borrower or any Subsidiary Guarantor in the form of accounts receivable arising in the ordinary course of business.; (c) Investments made by the Borrower or any Subsidiary Guarantor in the form of direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof.; (d) Investments made by the Borrower or any Subsidiary Guarantor in the form of commercial paper maturing within one year from the date of creation thereof rated no lower than A2 or P2 in the highest grade by S&P or Xxxxx’x, respectively.; (e) Investments made by the Borrower or any Subsidiary Guarantor in the form of deposits maturing within one year from the date of creation thereof withthereof, including certificates of deposit 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 $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) Investments made by the Borrower or any Subsidiary Guarantor in the form of deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e).; (g) Investments (i) made by the Parent Guarantor in or to (or, with respect to Guarantees permitted under Section 9.02, for the Borrower, (iibenefit of) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Subsidiary in or to the Borrower or any Guarantor, and (iv) made by the Borrower or any Guarantor (other than the Parent Guarantor) or any Subsidiary in or to any Subsidiary that is not a Guarantor in an aggregate amount in all such Subsidiaries at any one time outstanding not to exceed $5,000,000.Credit Party; (h) Investments (including, without limitation, capital contributions), in the Partnerships.form of direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; (i) Investments in the form of loans or advances to employees, officers officers, directors or directors managers of the Parent Guarantor or any 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 its Subsidiaries, in each case the Sarbanes Oxley Act of 2002; provided that the aggregate outstanding amount of Investments under this Section 9.05(i) shall not exceed $1,000,000 in the ordinary course of business and consistent with past practices.aggregate at any time; (j) Investments in the form of in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to the Parent Guarantor Borrower or any of the Subsidiary 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 Parent Guarantor Borrower or any of its Subsidiariesthe Subsidiary 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(j) exceeds $500,000; (k) Non-hostile acquisitions Investments in the form of Debt permitted under Section 9.02(e); (l) Investments in the form of Swap Agreements to the extent permitted under Section 9.16; (m) Investments in connection with the purchase, lease or other acquisition of tangible assets of any Person, and investments made by such Persons in connection with the purchase, lease or other acquisition of all or substantially all of the business of any other Person, or all of the Equity Interests of any other Person, or assets constituting a any division, line of business or business unit of any Person, other Person (including by the merger or consolidation of such Person into the Borrower or any Subsidiary Guarantor); provided that: that (i) immediately prior to any newly acquired Subsidiary shall promptly comply with the requirements of Section 8.13(b), (ii) no Default exists before and after giving effect to such acquisitionInvestment, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iii) immediately after giving effect to such Person Investment, Availability is principally engaged greater than or equal to the greater of (A) $12,000,000 and (B) 5% of the lesser of the Aggregate Maximum Credit Amounts and the Borrowing Base then in the same business as the Obligors; effect, and (iv) after giving effect to such Investment, the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four 9.01; (4n) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as Investments permitted by this Agreement and Loan Documents; and Section 9.10 or Section 9.13; (vio) Investments by the Borrower or a first priority perfected Lien shall be granted to Subsidiary Guarantor in the Administrative Agent for the benefit Equity Interests of its Subsidiaries as of the Lenders in such acquired assets.date of this Agreement; (lp) Investments by a Credit Party in Unrestricted Subsidiaries CPD SPE required under the CPDA; and (q) other Investments made by the Borrower or any Subsidiary Guarantor not to exceed $25,000,000 35,000,000 in the aggregate at any time. (m) other Investments not to exceed $25,000,000 in the aggregate at any time.

Investments, Loans and Advances. The Parent Guarantor Borrower will not, and will not permit any 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 reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05. (b) accounts receivable and extensions of trade credit arising in the ordinary course of business. (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 no lower than A2 A-2 or P2 P-2 by S&P or Xxxxx’x, respectively. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit 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 $100,000,000 (as of the date of such bank or trust company’s most recent financial reports) ), and has a short term deposit rating of no lower than A2 A-2 or P2P-2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively. (f) deposits in purchases of the securities of money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e). (g) Investments made after the Effective Date (i) made by the Parent Guarantor in or to the Borrower, (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, Guarantor and (iiiii) made by any Subsidiary in or to the Borrower or any Guarantor, and (iv) made by the Borrower or any Guarantor (other than the Parent Guarantor) or any Subsidiary in or to any Subsidiary that is not a Guarantor in an aggregate amount in all such Subsidiaries at any one time outstanding not to exceed $5,000,000. (h) Investments (including, without limitation, capital contributions), in the Partnerships. (i) loans or advances to employees, consultants, officers or directors of the Parent Guarantor Borrower or any of its the Subsidiaries, in each case in the ordinary course of business and consistent with past practices, so long as such Investments do not exceed $500,000 at any time outstanding. (ji) 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 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 Parent Guarantor Borrower or any of its the Subsidiaries. (kj) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) no Borrowing Base Deficiency exists at such time; (iii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iiiiv) such Person is principally engaged in the same business as the ObligorsBorrower and the Subsidiaries; (ivv) the Borrower shall be in pro forma compliance Pro Forma Compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents9.01; and (vi) a first priority perfected Lien shall be granted to the Administrative Agent for the benefit of the Lenders in such acquired assets. (k) Investments permitted by Section 9.04. (l) Investments capital stock, promissory notes and other similar non-cash consideration received by the Borrower or any Subsidiary in Unrestricted Subsidiaries not to exceed $25,000,000 in the aggregate at connection with any timetransaction permitted by Section 9.11. (m) Investments in Swap Agreements relating to the business and finances of the Borrower or any Subsidiary and not for purposes of speculation. (n) Investments (including debt obligations and capital stock) received in connection with the bankruptcy or reorganization, or in settlement of delinquent obligations, of, and other disputes with, customers, suppliers and other Persons obligated to the Borrower or any Subsidiary. (o) Investments made from net proceeds from the sale of Equity Interests so long as (i) any such Investment is made within 135 days after the receipt of such proceeds, (ii) no Default or Event of Default has occurred and is continuing or would result from such Investment and (iii) no Borrowing Base Deficiency exists at such time. (p) so long as no Default or Event of Default has occurred and is continuing or would result from such Investments and no Borrowing Base Deficiency exists at such time, other Investments not to exceed $25,000,000 1,000,000 in the aggregate outstanding at any time.

Investments, Loans and Advances. The Parent Guarantor None of the Parent, the Borrower or their Subsidiaries will not, and will not permit any 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 reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05Statements. (b) accounts receivable arising in the ordinary course of 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 no lower than A2 or P2 in the two highest grades by S&P or Xxxxx’x, respectivelyMxxxx’x. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit 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 $100,000,000 250,000,000 (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 (i) made by the Parent Guarantor or the Borrower in or to the BorrowerGuarantors, (ii) made by the Borrower in or to any Subsidiary of or the Borrower which is a Guarantor, (iii) made by any Subsidiary Parent in or to the Borrower or any Guarantor, and (iviii) made by the Borrower or any Guarantor (other than in Subsidiaries that are not Guarantors, provided that the Parent Guarantor) or any Subsidiary aggregate of all Investments made by the Borrower and the Guarantors in or to any Subsidiary all Subsidiaries that is are not a Guarantor in an aggregate amount in all such Subsidiaries Guarantors shall not exceed $10,000,000 at any one time outstanding not to exceed $5,000,000time. (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 Parent, the Borrower or any of their Subsidiaries 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 Partnershipsaggregate at any time outstanding an amount equal to $10,000,000. (i) subject to the limits in Section 9.06, Investments in Persons by the Borrower or a Subsidiary; provided, that, contemporaneously with such Investment, such Person becomes a Wholly-Owned Subsidiary and, as of the date such Investment is made (and after giving effect to all related transactions) (1) all of the representations and warranties contained in each Loan Document are true and correct and (2) no Default or Event of Default has occurred and is continuing or would result from such person being a Wholly-Owned Subsidiary. (j) subject to the limits in Section 9.06, Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems, production facilities or processing facilities related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines, production facilities, processing facilities 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. (k) loans or advances to employees, officers or directors of the Parent Guarantor or any of its Subsidiaries, in each case in the ordinary course of business and consistent with past practicesof the Parent, the Borrower or any of their Subsidiaries, in each case only as permitted by applicable law, including Section 402 of the Sarbanes Oxley Act of 2002, but in any event not to exceed $1,000,000 in the aggregate at any time. (jl) 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 Parent, the Borrower or any Subsidiary of its Subsidiaries 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 Parent Guarantor Parent, the Borrower or any of its their Subsidiaries (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, ; provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iii) such Person is principally engaged in the same business as the Obligors; (iv) that the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to give the Administrative Agent for the benefit of the Lenders in such acquired assets. (l) Investments in Unrestricted Subsidiaries not to exceed $25,000,000 prompt written notice in the event that the aggregate amount of all Investments held at any timeone time under this Section 9.05(j) exceeds $1,000,000. (m) other Investments not to exceed $25,000,000 exceed, in the aggregate aggregate, $1,000,000 at any timetime outstanding.

Investments, Loans and Advances. The Parent Guarantor None of the Parent, the Borrower or their Subsidiaries will not, and will not permit any 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 reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05Statements. (b) accounts receivable arising in the ordinary course of 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 no lower than A2 or P2 in the two highest grades by S&P or Xxxxx’x, respectively. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit 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 $100,000,000 250,000,000 (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 (i) made by the Parent Guarantor or the Borrower in or to the BorrowerGuarantors, (ii) made by the Borrower in or to any Subsidiary of or the Borrower which is a Guarantor, (iii) made by any Subsidiary Parent in or to the Borrower or any Guarantor, and (iviii) made by the Borrower or any Guarantor (other than in Subsidiaries that are not Guarantors, provided that the Parent Guarantor) or any Subsidiary aggregate of all Investments made by the Borrower and the Guarantors in or to any Subsidiary all Subsidiaries that is are not a Guarantor in an aggregate amount in all such Subsidiaries Guarantors shall not exceed $5,000,000 at any one time outstanding not to exceed $5,000,000time. (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 Parent, the Borrower or any of their Subsidiaries 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 Partnershipsaggregate at any time outstanding an amount equal to $5,000,000. (i) subject to the limits in Section 9.06, Investments in Persons by the Borrower or a Subsidiary; provided, that, contemporaneously with such Investment, such Person becomes a Wholly-Owned Subsidiary and, as of the date such Investment is made (and after giving effect to all related transactions) (1) all of the representations and warranties contained in each Loan Document are true and correct and (2) no Default or Event of Default has occurred and is continuing or would result from such person being a Wholly-Owned Subsidiary. (j) subject to the limits in Section 9.06, Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems, production facilities or processing facilities related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines, production facilities, processing facilities 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. (k) loans or advances to employees, officers or directors of the Parent Guarantor or any of its Subsidiaries, in each case in the ordinary course of business and consistent with past practicesof the Parent, the Borrower or any of their Subsidiaries, in each case only as permitted by applicable law, including Section 402 of the Sarbanes Oxley Act of 2002, but in any event not to exceed $1,000,000 in the aggregate at any time. (jl) 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 Parent, the Borrower or any Subsidiary of its Subsidiaries 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 Parent Guarantor Parent, the Borrower or any of its their Subsidiaries (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, ; provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iii) such Person is principally engaged in the same business as the Obligors; (iv) that the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to give the Administrative Agent for the benefit of the Lenders in such acquired assets. (l) Investments in Unrestricted Subsidiaries not to exceed $25,000,000 prompt written notice in the event that the aggregate amount of all Investments held at any timeone time under this Section 9.05(j) exceeds $1,000,000. (m) other Investments not to exceed $25,000,000 exceed, in the aggregate aggregate, $1,000,000 at any timetime outstanding.

Investments, Loans and Advances. The Parent Guarantor Neither the Borrower nor any of its Subsidiaries will not, and will not permit any 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 reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05Statements. (b) accounts receivable arising in the ordinary course of 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 no lower than A2 or P2 by S&P or Xxxxx’x, respectively. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit 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 $100,000,000 250,000,000 (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 primarily in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e). (g) Investments (i) made by the Parent Guarantor Borrower in or to the BorrowerGuarantors, (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Subsidiary in or to the Borrower or any Guarantor, (iii) made by the Borrower or any Guarantor in any Person that owns Oil and Gas Properties which are overriding royalty, royalty interests or other similar non-cost bearing interests and which do not own other material Properties, provided, that after the consummation of such Investment (A) the Borrower and its Subsidiaries are in compliance with all covenants under this Agreement and (B) such Person promptly becomes a Guarantor or is promptly dissolved into a Guarantor or the Borrower and (iv) made by the Borrower or any Guarantor (other than in Subsidiaries that are not Guarantors, provided Houston 3931255v.7 that the Parent Guarantor) or any Subsidiary aggregate of all Investments made by the Borrower and the Guarantors in or to any Subsidiary all Subsidiaries that is are not a Guarantor in an aggregate amount in all such Subsidiaries Guarantors shall not exceed $10,000,000 at any one time outstanding not to exceed $5,000,000time. (h) 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 any of its Subsidiaries 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, treatment and storage (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 Partnershipsaggregate 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, 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 Parent Guarantor 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 $1,000,000 in the ordinary course of business and consistent with past practicesaggregate at any time. (jk) 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 Borrower or any Subsidiary of its Subsidiaries 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 Parent Guarantor Borrower or any of its Subsidiaries (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iii) such Person is principally engaged in the same business as the Obligors; (iv) that the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to give the Administrative Agent for prompt written notice in the benefit event that the aggregate amount of the Lenders in such acquired assetsall Investments held at any one time under this Section 9.05(k) exceeds $1,000,000. (l) Investments in Unrestricted Subsidiaries not to exceed $25,000,000 in the aggregate at any timeAny guarantee permitted under Section 9.02. (m) other Investments not to exceed $25,000,000 in the aggregate at any time.

Investments, Loans and Advances. The Parent Guarantor Borrower will not, and will not permit any Restricted 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 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. (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 no lower than A2 or P2 in one of the two highest gradegrades by S&P or Xxxxx’x, respectively. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit 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 $100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectivelyrespectively or, in the case of any Foreign Subsidiary, a bank organized in a jurisdiction in which the Foreign Subsidiary conducts operations having assets in excess of $500,000,000 (or its equivalent in another currency). (f) deposits in money market funds investing exclusively 95% or moreprimarily in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e). (g) Investments (i) made by the Parent Guarantor Borrower in or to the BorrowerGuarantors, (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Restricted Subsidiary in or to the Borrower or any Guarantor, and (iviii) made by the Borrower or any Guarantor Restricted Subsidiary in or to all other Domestic Subsidiaries which are not Guarantors in an aggregate amount at any one time outstanding not to exceed, when added to the aggregate amount of Investments outstanding under the immediately following clause, $1,000,000, and25,000,000, (other than iv)(iv) made by the Parent Guarantor) Borrower or any Restricted Subsidiary in or to any Foreign Subsidiary that is not a Guarantor in an aggregate amount in all such Subsidiaries at any one time outstanding not to exceed $5,000,000500,000., when added to the aggregate amount of Investments outstanding under the immediately preceding clause, $25,000,000, and (v) made by a Foreign Subsidiary to any other Foreign Subsidiary. (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 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 Partnershipsaggregate at any time outstanding an amount equal to the greater of $15,000,000 or 5% of the then effective Borrowing Base. (i) subject to the limits in Section 9.07, Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America and Canada. (j) loans or advances to employees, officers or directors of the Parent Guarantor or any of its Subsidiaries, in each case in the ordinary course of business and consistent with past practicesof 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 $200,0002,500,000 in the aggregate at any time. (jk) 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 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 Parent Guarantor Borrower or any of its Restricted Subsidiaries (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, ; provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iii) such Person is principally engaged in the same business as the Obligors; (iv) that the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to give the Administrative Agent for prompt written notice in the benefit event that the aggregate amount of the Lenders in such acquired assetsall Investments held at any one time under this Section 9.05(k) exceeds $5,000,000. (l) Investments in Unrestricted Subsidiaries the form of loans to third parties for the sole purpose of purchasing Oil and Gas Properties pursuant to a like kind or reverse like kind exchange in accordance with Rule 1031 of the Code provided that (i) such loans shall not to exceed $25,000,000 100,000,000 of principal outstanding at any one time; (ii) at all times during which such loans are outstanding the amount of unused total Commitments shall not be less than 25% of the then effective Borrowing Base; and (iii) the Oil and Gas Properties acquired with such loans shall not be included in the aggregate at any timedetermination of the Borrowing Base until the Borrower or a Restricted Subsidiary takes title to such Oil and Gas Property upon consummation of the exchange. (m) other Other Investments (including investments in Unrestricted Subsidiaries) not to exceed the greater of $25,000,000 in 15,000,00030,000,000 or 5% of the aggregate at any timethen effective Borrowing Base.

Investments, Loans and Advances. The Parent Guarantor None of the Parent, the Borrower or their Subsidiaries will not, and will not permit any 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 reflected in the Financial Statements financial statement or which are disclosed statements of the Parent and its Consolidated Subsidiaries referred to the Lenders in Schedule 9.05Section 7.04(a). (b) accounts receivable arising in the ordinary course of 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 no lower than A2 or P2 in the two highest grades by S&P or Xxxxx’x, respectivelyMxxxx’x. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit 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 $100,000,000 250,000,000 (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 (i) made by the Parent Guarantor or the Borrower in or to the BorrowerGuarantors, (ii) made by the Borrower in or to any Subsidiary of or the Borrower which is a Guarantor, (iii) made by any Subsidiary Parent in or to the Borrower or any Guarantor, and (iviii) made by the Borrower or any Guarantor (other than in Subsidiaries that are not Guarantors, provided that the Parent Guarantor) or any Subsidiary aggregate of all Investments made by the Borrower and the Guarantors in or to any Subsidiary all Subsidiaries that is are not a Guarantor in an aggregate amount in all such Subsidiaries Guarantors shall not exceed $5,000,000 at any one time outstanding not to exceed $5,000,000time. (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 Parent, the Borrower or any of their Subsidiaries 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 Partnershipsaggregate at any time outstanding an amount equal to $10,000,000. (i) subject to the limits in Section 9.06, Investments in Persons by the Borrower or a Subsidiary; provided, that, contemporaneously with such Investment, such Person becomes a Wholly-Owned Subsidiary and, as of the date such Investment is made (and after giving effect to all related transactions) (1) all of the representations and warranties contained in each Loan Document are true and correct and (2) no Default or Event of Default has occurred and is continuing or would result from such person being a Wholly-Owned Subsidiary. (j) subject to the limits in Section 9.06, Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems, production facilities or processing facilities related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines, production facilities, processing facilities 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. (k) loans or advances to employees, officers or directors of the Parent Guarantor or any of its Subsidiaries, in each case in the ordinary course of business and consistent with past practicesof the Parent, the Borrower or any of their 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. (jl) 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 Parent, the Borrower or any Subsidiary of its Subsidiaries 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 Parent Guarantor Parent, the Borrower or any of its their Subsidiaries (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, ; provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iii) such Person is principally engaged in the same business as the Obligors; (iv) that the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to give the Administrative Agent for the benefit of the Lenders in such acquired assets. (l) Investments in Unrestricted Subsidiaries not to exceed $25,000,000 prompt written notice in the event that the aggregate amount of all Investments held at any timeone time under this Section 9.05(l) exceeds $1,000,000. (m) other Investments not to exceed $25,000,000 exceed, in the aggregate aggregate, $1,000,000 at any timetime outstanding.

Investments, Loans and Advances. The Parent Guarantor Borrower will not, and will not permit any of the Subsidiary 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) Investments reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05.; (b) Investments made by the Borrower or any Subsidiary Guarantor in the form of accounts receivable arising in the ordinary course of business.; (c) Investments made by the Borrower or any Subsidiary Guarantor in the form of direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof.; (d) Investments made by the Borrower or any Subsidiary Guarantor in the form of commercial paper maturing within one year from the date of creation thereof rated no lower than A2 or P2 in the highest grade by S&P or Xxxxx’x, respectively.; (e) Investments made by the Borrower or any Subsidiary Guarantor in the form of deposits maturing within one year from the date of creation thereof withthereof, including certificates of deposit 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 $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) Investments made by the Borrower or any Subsidiary Guarantor in the form of deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e).; (g) Investments (i) made by the Parent Guarantor in or to (or, with respect to Guarantees permitted under Section 9.02, for the Borrower, (iibenefit of) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Subsidiary in or to the Borrower or any Guarantor, and (iv) made by the Borrower or any Guarantor (other than the Parent Guarantor) or any Subsidiary in or to any Subsidiary that is not a Guarantor in an aggregate amount in all such Subsidiaries at any one time outstanding not to exceed $5,000,000.Credit Party; (h) Investments (including, without limitation, capital contributions), in the Partnerships.[Intentionally Omitted]; (i) Investments in the form of direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; (j) Investments in the form of loans or advances to employees, officers officers, directors or directors managers of the Parent Guarantor or any 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 its Subsidiaries, in each case 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 ordinary course of business and consistent with past practices.aggregate at any time; (jk) Investments in the form of in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to the Parent Guarantor Borrower or any of the Subsidiary 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 Parent Guarantor Borrower or any of its Subsidiariesthe Subsidiary 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; (kl) Non-hostile acquisitions Investments in the form of Debt permitted under Section 9.02(f); (m) Investments in the form of Swap Agreements to the extent permitted under Section 9.17; (n) Investments in connection with the purchase, lease or other acquisition of tangible assets of any Person, and investments made by such Persons in connection with the purchase, lease or other acquisition of all or substantially all of the business of any other Person, or all of the Equity Interests of any other Person, or assets constituting a any division, line of business or business unit of any Person, other Person (including by the merger or consolidation of such Person into the Borrower or any Subsidiary Guarantor); provided that: that (i) immediately prior to 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 acquisitionInvestment, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iii) immediately after giving effect to such Person Investment, Availability is principally engaged greater than or equal to the greater of (A) $12,000,000 and (B) 5% of the lesser of the Aggregate Maximum Credit Amounts and the Borrowing Base then in the same business as the Obligors; effect, and (iv) after giving effect to such Investment, the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four 9.01; (4o) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as Investments permitted by this Agreement and Loan Documents; and Section 9.11 or Section 9.14; (vip) Investments by the Borrower or a first priority perfected Lien shall be granted to Subsidiary Guarantor in the Administrative Agent for the benefit Equity Interests of its Subsidiaries as of the Lenders in such acquired assets.date of this Agreement; (lq) Investments by a Credit Party in Unrestricted Subsidiaries CPD SPE required under the CPDA; and (r) other Investments made by the Borrower or any Subsidiary Guarantor not to exceed $25,000,000 35,000,000 in the aggregate at any time. (m) other Investments not to exceed $25,000,000 in the aggregate at any time.

Investments, Loans and Advances. The Parent Guarantor Borrower will not, and will not permit any Subsidiary or Xxxxxx 2009 Partnership 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 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. (c) direct obligations of the United States of America or any agency thereof, or obligations guaranteed by the United States of America 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 no lower than A2 or P2 in the highest grade by S&P or Xxxxx’x, respectively. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit issued by, (i) any Lender or (ii) any office located in the United States of America of any other bank or trust company which is organized under the laws of the United States of America or any state thereof, has capital, surplus and undivided profits aggregating at least $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 other mutual funds investing exclusively in Investments substantially all of whose assets are described in Section 9.05(c), Section 9.05(d) or and Section 9.05(e). (g) Investments (i) made by the Parent Guarantor Borrower in or to the Borrower, Guarantors and (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Subsidiary Guarantor in or to the Borrower or any Guarantor, and (iv) made by the Borrower or any Guarantor (other than the Parent Guarantor) or any Subsidiary in or to any Subsidiary that is not a Guarantor in an aggregate amount in all such Subsidiaries at any one time outstanding not to exceed $5,000,000. (h) 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 Partnershipsordinary 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 (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 $5,000,000 in the aggregate at any time outstanding. (i) loans or advances to employees, officers or directors in the ordinary course of business of the Parent Guarantor Borrower or any of its Subsidiaries, in each case only as permitted by applicable law, including Section 402 of the Xxxxxxxx-Xxxxx Act of 2002, but in any event not to exceed $1,000,000 in the ordinary course of business and consistent with past practicesaggregate outstanding at any time. (j) 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 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 Parent Guarantor Borrower or any of its Subsidiaries. (k) Non-hostile acquisitions guarantees by the Borrower or any Guarantor of Equity Interests Debt permitted by Section 9.02. (l) Investments arising from the endorsement of financial instruments in the ordinary course of business. (m) Investments arising out of the receipt by the Borrower or any Subsidiary of noncash consideration for the sale of assets constituting a business unit permitted under Section 9.12. (n) the acquisition of any Person, provided that: Oil and Gas Properties and related oilfield equipment located thereon from Persons other than Affiliates of the Borrower or its Subsidiaries so long as: (i) immediately prior to at the time of and after giving effect to such acquisition, no Default or Event of Default exists or would could reasonably be expected to result therefrom; from such acquisition; (ii) if such acquisition is of Equity Interests, substantially the Borrower and its Subsidiaries shall have complied with all of the Equity Interests requirements of such Person are acquired and such Person becomes a Guarantor; Section 8.14 with respect thereto; (iii) such Person the Borrower is principally engaged in compliance with Section 9.01(d) for the same business as the Obligorsmost recently ended fiscal quarter; and (iv) after giving effect to such acquisition, the Borrower shall be is in pro forma compliance with each of the covenants set forth in Section 9.01 based on the trailing four 9.01(a), (4b), (c) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to the Administrative Agent for the benefit of the Lenders in such acquired assetse). (lo) Investments in Unrestricted Subsidiaries not to exceed certificates of deposit less than $25,000,000 in the aggregate at any time100,000, provided that such certificate of deposit is insured. (mp) consummation of the Savant Acquisition in accordance with the Savant Acquisition Agreement. (q) other Investments not to exceed $25,000,000 4,000,000 in the aggregate at any timetime outstanding.

Investments, Loans and Advances. The Parent Guarantor QRE MLP will not, and will not permit any Subsidiary of 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) Investments reflected in the Initial Financial Statements or which are disclosed to the Lenders in Schedule 9.05. (b) accounts receivable arising in the ordinary course of 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 no lower than A2 or P2 by S&P or Xxxxx’x, respectivelyMxxxx’x. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit 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 $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 primarily in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e). (g) Investments (i) made by the Parent Guarantor QRE MLP in or to the Borrower, (ii) made Borrower or by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) Guarantors and made by any Subsidiary in or to the Borrower or any Guarantor, and (iv) made by the Borrower or including, in each case any Guarantor (other than the Parent Person which will, substantially contemporaneously with such Investment, become a Guarantor) or any Subsidiary in or to any Subsidiary that is not a Guarantor in an aggregate amount in all such Subsidiaries at any one time outstanding not to exceed $5,000,000. (h) Investments (including, without limitation, capital contributions), in the Partnerships. (i) loans or advances to employees, officers or directors of the Parent Guarantor or any of its Subsidiaries, in each case in the ordinary course of business and consistent with past practices. (j) 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 Borrower or any Subsidiary of its Subsidiaries 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 Parent Guarantor 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 $250,000. (i) subject to the limits in Section 9.06, Investments in direct ownership interests in Oil and Gas Properties and gas gathering systems relating to the Borrower’s or its Subsidiaries Oil and Gas Properties or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States and Canada. (j) subject to the limits in Section 9.06 and Section 9.23, Investments (including, without limitation, capital contributions), in general or limited partnerships or other types of entities or joint ventures (each a “Venture”) entered into by the Borrower or a Subsidiary with others for the purpose of constructing and operating gathering and pipeline systems, treatment facilities, compression facilities and other related facilities for the treatment, transportation or storage of Hydrocarbons on the Borrower’s Oil and Gas Properties; provided that 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 the time of making thereof (net of any subsequent dispositions), an amount equal to the lesser of $20,000,000 and seven percent (7%) of the Borrowing Base. (k) Non-hostile acquisitions loans or advances to employees, officers or directors in the ordinary course of Equity Interests or assets constituting a business unit of any Person, provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests Borrower or any of such Person are acquired and such Person becomes a Guarantor; (iii) such Person is principally engaged its Restricted Subsidiaries, in the same business as the Obligors; (iv) the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except each case only as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to the Administrative Agent for the benefit of the Lenders applicable law, but in such acquired assets. (l) Investments in Unrestricted Subsidiaries any event not to exceed $25,000,000 1,000,000 in the aggregate at any time. (ml) Subject to Section 9.23, other Investments not to exceed $25,000,000 2,000,000 in the aggregate at any time.

Investments, Loans and Advances. The Parent Guarantor Borrower will not, and will not permit any 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 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. (c) direct obligations of the United States or any agency thereof, or obligations guaranteed or insured 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 no lower than A2 or P2 in the highest grade by S&P or Xxxxx’x, respectively. (e) deposits maturing within one year from the date of creation acquisition thereof with, including certificates of deposit 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 $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) repurchase obligations with a term of not more than 30 days from the date of acquisition thereof for underlying securities of the type described in Section 9.05(c) and Section 9.05(e). (g) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d), Section 9.05(e) or Section 9.05(e9.05(f). (gh) Investments (i) made by the Parent Guarantor Borrower in or to the BorrowerGuarantors, (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Subsidiary in or to the Borrower or any Guarantor, Guarantor and (iviii) made by the Borrower or any Guarantor (other than the Parent Guarantor) or any Subsidiary in or to any Subsidiary that is all other Domestic Subsidiaries which are not a Guarantor Guarantors in an aggregate amount in all such Subsidiaries at any one time outstanding not to exceed $5,000,0002,000,000. (hi) 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 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 Partnershipsaggregate at any time outstanding an amount equal to $5,000,000. (ij) 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, 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. (k) loans or advances to employees, officers or directors in the ordinary course of business of the Parent Guarantor 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 $2,000,000 in the ordinary course of business and consistent with past practicesaggregate at any time outstanding. (jl) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 9.04(b) owing to the Parent Guarantor 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 Parent Guarantor Borrower or any of its Subsidiaries (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, ; provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iii) such Person is principally engaged in the same business as the Obligors; (iv) that the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to give the Administrative Agent for the benefit of the Lenders in such acquired assets. (l) Investments in Unrestricted Subsidiaries not to exceed $25,000,000 prompt written notice in the event that the aggregate amount of all Investments held at any timeone time under this Section 9.05(l) exceeds $5,000,000. (m) other Investments not to exceed $25,000,000 existing on the date hereof and listed in Schedule 9.05. (n) (i) guarantees permitted by Section 9.02, and (ii) guarantees by the Borrower or any Subsidiary for the performance or payment obligations of the Borrower or any Wholly Owned Subsidiary, which obligations were incurred in the aggregate at any timeordinary course of business and do not constitute Indebtedness.

Investments, Loans and Advances. The Parent Guarantor Borrower will not, and will not permit any 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 reflected in the Pro Forma Financial Statements or which are disclosed to the Lenders in Schedule 9.05. (b) accounts receivable and extensions of trade credit arising in the ordinary course of business. (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 no lower than A2 A-2 or P2 P-2 by S&P or Xxxxx’x, respectively. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit 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 $100,000,000 (as of the date of such bank or trust company’s most recent financial reports) ), and has a short term deposit rating of no lower than A2 A-2 or P2P-2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively. (f) deposits in purchases of the securities of money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e). (g) Investments made after the Effective Date (i) made by the Parent Guarantor in or to the Borrower, (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (ii) consisting of contributions by the Borrower after the Effective Date of Equity Interests in Excluded Subsidiaries to other Excluded Subsidiaries, (iii) made by any Subsidiary in or to the Borrower or any Guarantor, and (iv) made by the Borrower or any Guarantor (other than the Parent Guarantor) or any Subsidiary in or to any Subsidiary that is not a Guarantor in an aggregate amount in all such Subsidiaries at any one time outstanding not to exceed $5,000,000. (h) Investments (including, without limitation, capital contributions), ) in the PartnershipsPartnerships and the Equity Interests thereof. (i) loans or advances to employees, consultants, officers or directors of the Parent Guarantor Borrower or any of its Subsidiaries, in each case in the ordinary course of business and consistent with past practices. (j) 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 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 Parent Guarantor Borrower or any of its Subsidiaries. (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iii) such Person is principally engaged in the same business as the ObligorsLoan Parties; (iv) the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on in accordance with Regulation S-X of the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan DocumentsSEC; and (viv) a first priority perfected Lien shall be granted to the Administrative Agent for the benefit of the Lenders in such acquired assetsassets except to the extent such assets are subject to Liens permitted by Section 9.03(f). (l) Investments in Unrestricted Subsidiaries not to exceed $25,000,000 15,000,000 in the aggregate outstanding at any time. (m) Investments permitted by Section 9.04. (n) capital stock, promissory notes and other similar non-cash consideration received by the Borrower or any Subsidiary in connection with any transaction permitted by Section 9.11. (o) Investments in Swap Agreements relating to the business and finances of the Borrower or any Subsidiary and not for purposes of speculation. (p) Investments (including debt obligations and capital stock) received in connection with the bankruptcy or reorganization, or in settlement of delinquent obligations, of, and other disputes with, customers, suppliers and other Persons obligated to the Borrower or any Subsidiary. (q) Investments by Atlas Pipeline Partners GP, LLC in Atlas Pipeline Partners, L.P. after the Effective Date to the extent necessary to maintain the general partnership interest of Atlas Pipeline Partners GP, LLC at 2.0%. (r) the Acquisition. (s) so long as no Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result from such Investments, other Investments not to exceed $25,000,000 15,000,000 in the aggregate outstanding at any time.

Investments, Loans and Advances. The Parent Guarantor Borrower will not, and will not permit any 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 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. (c) direct obligations of the United States or any agency thereof, or obligations guaranteed or insured 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 no lower than A2 or P2 in the highest grade by S&P or Xxxxx’x, respectively. (e) deposits maturing within one year from the date of creation acquisition thereof with, including certificates of deposit 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 $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) repurchase obligations with a term of not more than 30 days from the date of acquisition thereof for underlying securities of the type described in Sections 9.05(c) and (e). (g) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e9.05(f). (gh) Investments (i) made by the Parent Guarantor Borrower in or to the BorrowerGuarantors, (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Subsidiary in or to the Borrower or any Guarantor, Guarantor and (iviii) made by the Borrower or any Guarantor (other than the Parent Guarantor) or any Subsidiary in or to any Subsidiary that is all other Domestic Subsidiaries which are not a Guarantor Guarantors in an aggregate amount in all such Subsidiaries at any one time outstanding not to exceed $5,000,0002,000,000. (hi) 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 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 Partnershipsaggregate at any time outstanding an amount equal to $5,000,000. (ij) 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, 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. (k) loans or advances to employees, officers or directors in the ordinary course of business of the Parent Guarantor 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 $2,000,000 in the ordinary course of business and consistent with past practicesaggregate at any time outstanding. (jl) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 9.04(b) owing to the Parent Guarantor 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 Parent Guarantor 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(l) exceeds $5,000,000. (km) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, provided that: Investments existing on the date hereof and listed in Schedule 9.05. (n) (i) immediately prior to guarantees permitted by Section 9.02, and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all guarantees by the Borrower or any Subsidiary for the performance or payment obligations of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iii) such Person is principally engaged Borrower or any Wholly Owned Subsidiary, which obligations were incurred in the same ordinary course of business as the Obligors; (iv) the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall do not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to the Administrative Agent for the benefit of the Lenders in such acquired assetsconstitute Indebtedness. (lo) Investments in Unrestricted Subsidiaries any Person to the extent such Investment represents the non-cash portion of consideration received for a disposition of any property that was made pursuant to and in compliance with Section 9.12. (p) any Investments received solely in exchange for Equity Interests consisting of common stock of the Borrower. (q) other Investments not to exceed $25,000,000 2,000,000 in the aggregate at any time. (m) other Investments not to exceed $25,000,000 in the aggregate at any time.

Investments, Loans and Advances. The Parent Guarantor Borrower will not, and will not permit any Restricted 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 reflected in as of the Financial Statements or Effective Date which are disclosed to the Lenders in Schedule 9.05. (b) accounts receivable arising in the ordinary course of business. (c) direct obligations of the United States of America or any agency thereof, or obligations guaranteed by the United States of America 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 no lower than A2 or P2 in the highest grade by S&P or Xxxxx’x, respectively. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit issued by, any Lender or any office located in the United States of America or any other bank or trust company which is organized under the laws of the United States of America or any state thereof, has capital, surplus and undivided profits aggregating at least $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 (i) made by the Parent Guarantor Borrower in or to the BorrowerGuarantors (including any newly formed Restricted Subsidiary that becomes a Guarantor in accordance with this Agreement), (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Restricted Subsidiary in or to the Borrower or any Guarantor, Guarantor (including any newly formed Restricted Subsidiary that becomes a Guarantor in accordance with this Agreement) and (iviii) made by the Borrower or any Guarantor (other than the Parent Guarantor) or any Restricted Subsidiary in or to any Subsidiary that is all other Domestic Subsidiaries which are not a Guarantor Guarantors in an aggregate amount in all such Subsidiaries at any one time outstanding not to exceed $5,000,000. (h) subject to the limits in Section 9.06, Investments of the type described in clause (includingc) of the definition thereof in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to mineral leases; working interests; royalty interests; operating, without limitationprocessing, capital contributions)unitization, farm-out, farm-in, joint operating, joint venture, production sharing or area of mutual interest agreements; pooling arrangements; contracts for the sale, transportation or exchange of oil, natural gas and CO2; gathering systems; pipelines or other similar agreements, transactions, properties, interests or arrangements which are usual and customary in the Partnershipsoil 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 Investments arising from the endorsement of the Parent Guarantor or any of its Subsidiaries, in each case financial instruments in the ordinary course of business and consistent with past practicesbusiness. (j) Investments in stock, obligations or securities received in settlement consisting of debts arising from Investments permitted under this Section 9.05 owing to the Parent Guarantor guarantees of Permitted Senior Additional Debt (or any Subsidiary as Debt which represents a result of a bankruptcy permitted extension, refinancing or other insolvency proceeding of the obligor in respect renewal of such debts or upon the enforcement of Permitted Senior Additional Debt) by any Lien in favor of the Parent Guarantor or any of its SubsidiariesCredit Party. (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, provided that: Investments in Unrestricted Subsidiaries so long as (i) immediately prior to and after giving effect to such acquisitionno Default, no Default or Event of Default or Borrowing Base Deficiency exists at the time of such Investment or would result therefrom; , and (ii) if the aggregate unrecovered amount of all such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and 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 compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets Investments shall not be subject to at any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to the Administrative Agent for the benefit of the Lenders in such acquired assetstime exceed $5,000,000. (l) other Investments in Unrestricted Subsidiaries not to exceed $25,000,000 15,000,000 (valued at the time such Investment is made, without giving effect to any write downs, write offs or appreciation with respect to such Investment) in the aggregate at any time. (m) other Investments not to exceed $25,000,000 in the aggregate at any time.

Investments, Loans and Advances. The Parent Guarantor Borrower will not, and will not permit any Restricted 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 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. (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 no lower than A2 or P2 in the highest grade by S&P or Xxxxx’x, respectivelyMoody's. (e) deposits maturing within one year from the date of creation daxx xx xreation thereof with, including certificates of deposit 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 $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, respectivelyrespectively or, in the case of any Foreign Subsidiary, a baxx xxxxnized 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 (i) made by the Parent Guarantor Borrower in or to the BorrowerGuarantors, (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Restricted Subsidiary in or to the Borrower or any Guarantor, (iii) made by the Borrower or any Restricted Subsidiary in or to all other Domestic Subsidiaries which are not Guarantors in an aggregate amount at any one time outstanding not to exceed $400,000, and (iv) made by the Borrower or any Guarantor (other than the Parent Guarantor) or any Restricted Subsidiary in or to any Foreign Subsidiary that is not a Guarantor in an aggregate amount in all such Subsidiaries at any one time outstanding not to exceed $5,000,000200,000. (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 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 Partnershipsaggregate at any time outstanding an amount equal to $1,000,000. (i) subject to the limits in Section 9.07, Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America. (j) loans or advances to employees, officers or directors of the Parent Guarantor or any of its Subsidiaries, in each case in the ordinary course of business and consistent with past practicesof 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 $100,000 in the aggregate at any time. (jk) 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 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 Parent Guarantor Borrower or any of its Restricted Subsidiaries (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, ; provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iii) such Person is principally engaged in the same business as the Obligors; (iv) that the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to give the Administrative Agent for prompt written notice in the benefit event that the aggregate amount of the Lenders in such acquired assetsall Investments held at any one time under this Section 9.05(k) exceeds $1,000,000. (l) Investments in Unrestricted Subsidiaries Subsidiaries, provided that the aggregate amount of all such Investments at any one time shall not to exceed $25,000,000 10,000,000 (or its equivalent in other currencies as of the aggregate at any timedate of Investment). (m) other Investments not to exceed $25,000,000 in the aggregate at any time.

Investments, Loans and Advances. The Parent Guarantor Borrower will not, and will not permit any 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 reflected in the Financial Statements or which that are disclosed to the Lenders Administrative Agent or the Arranger in Schedule 9.0510.05. (b) accounts receivable arising in the ordinary course of 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 no lower than A2 or P2 in the highest grade by S&P or Xxxxx’x, respectivelyMoody's. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit 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 $100,000,000 (as of the date of such bank or trust company’s 's most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’xMoody's, respectively. (f) deposits in money market funds investing 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 (i) made by the Parent Guarantor in or to the Borrower, (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Subsidiary in or to the Borrower or any Guarantor, and (iv) made by the Borrower or any Guarantor (other than the Parent Guarantor) or any Subsidiary in or to any of their respective Subsidiaries, provided that the recipient Subsidiary that of such Investment is not a Guarantor in an aggregate amount in all such Subsidiaries at any one time outstanding not or becomes a Guarantor hereunder pursuant to exceed $5,000,000Section 9.14. (h) Investments (including, without limitation, capital contributions), in the Partnerships.[reserved] (i) loans or advances to employees, officers or directors of the Parent Guarantor or any of its Subsidiaries, in each case in the ordinary course of business and consistent with past practices. (j) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 10.06 owing to the Parent Guarantor 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 Parent Guarantor Borrower or any of its Subsidiaries (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, ; provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iii) such Person is principally engaged in the same business as the Obligors; (iv) that the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to give the Administrative Agent for the benefit of the Lenders in such acquired assets. (l) Investments in Unrestricted Subsidiaries not to exceed $25,000,000 prompt written notice in the event that the aggregate amount of all investments held at any timeone time under this Section 10.05(i) exceeds $100,000. (m) other Investments not to exceed $25,000,000 in the aggregate at any time.

Investments, Loans and Advances. The Parent Guarantor Borrower will not, and will not permit any Restricted 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 reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.059.06. (b) accounts receivable arising in the ordinary course of 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 no lower than A2 or P2 in the highest grade by S&P or Xxxxx’x, respectively. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit issued by, any Revolving 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 $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(c9.06(c), Section 9.05(d9.06(d) or and Section 9.05(e9.06(e). (g) Investments (i) made by the Parent Guarantor Borrower in or to the BorrowerGuarantors, (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Subsidiary in or to the Borrower or any Guarantor, and (iviii) made by the Borrower or any Guarantor (other than the Parent Guarantor) or any Restricted Subsidiary in or to Unrestricted Subsidiaries, Nuevo Energy Company, Xxxxxxxxx Oil and Gas Company, Plains Offshore and all other Restricted Subsidiaries which are not Guarantors; provided that, with respect to any Subsidiary that is not a Guarantor Investment described in an clause (iii), (A) the aggregate amount in all such Subsidiaries at any one time outstanding of all such Investments (valued as of the date of such Investment, and without duplication of any further Investment thereof by such Person) made after the Effective Date shall not to exceed $5,000,000500,000,000; (B) no Default or Event of Default has occurred and is continuing at the time such Investment is made or would result from the making of such Investment, and (C) the Borrower’s Minimum Liquidity after giving effect to such Investment is not less than $115,000,000. (h) 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 Partnerships. ordinary course of business; provided that (i) loans or advances to employeesany such venture is engaged exclusively in oil and gas exploration, officers or directors of development, production, processing and related activities, including transportation, (ii) the Parent Guarantor or any of its Subsidiaries, interest in each case such venture is acquired in the ordinary course of business and consistent with past practiceson fair and reasonable terms and (iii) such venture interests acquired and capital contributions made after the Effective Date (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 $300,000,000. (ji) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 amounts owing to the Parent Guarantor Borrower or any Restricted Subsidiary as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such debts amounts or upon the enforcement of any Lien in favor of the Parent Guarantor Borrower or any of its Restricted Subsidiaries. (j) entry into purchase or other acquisition agreements, 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 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 other than joint ventures; provided, however, that none of the foregoing shall involve the incurrence of any Debt not permitted by Section 9.02, and provided further that this Section 9.06(j) shall not be construed to permit Investments by the Borrower or any Restricted Subsidiary in any Person which maintains or incurs in the future any Debt other than Non-Recourse Debt. (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Personloans and advances to directors, provided that: (i) immediately prior to officers and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iii) such Person is principally engaged employees in the same ordinary course of business as the Obligors; (iv) the Borrower shall be in pro forma compliance consistent with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to the Administrative Agent for the benefit of the Lenders in such acquired assetsprior practice. (l) (i) guarantees by the Borrower and the Restricted Subsidiaries of Debt permitted by Section 9.02(a), Section 9.02(c), Section 9.02(d), Section 9.02(f), Section 9.02(h), Section 9.02(i), Section 9.02(j), Section 9.02(k), Section 9.02(l), and Section 9.02(n) and (ii) guarantees permitted by Section 9.02(b). (m) Indemnities entered into in the ordinary course of business or in connection with the disposition of assets. (n) Investments of surface rights in fee property in California in Unrestricted Subsidiaries. (o) Investments arising from the endorsement of financial instruments in the ordinary course of business. (p) (i) Investments consisting of Carbon Emission Credit Agreements and (ii) Investments made in connection with and consisting of Swap Agreements to the extent permitted under Section 9.16. (q) loans to the Section 1031 Counterparty participating in a Section 1031 Exchange provided that (i) the amount of any such loan does not exceed the sum of (A) the purchase price to be paid by the recipient of such loan for the purchase price of the assets subject to the related Section 1031 Exchange, and (B) estimated capital expenditures and operating expenses to be incurred with respect to such assets during the 180 day period during which such Section 1031 Exchange is to be completed, (ii) such loan is secured by a first priority security interest in the assets to be acquired by such recipient pursuant to the Xxxxxxx 0000 Xxxxxxxx, (xxx) the Administrative Agent has a perfected first priority security interest in such loan and any note or other document evidencing or securing such loan, (iv) the documentation relating to such Section 1031 Exchange and the related Section 1031 Counterparty are satisfactory to the Administrative Agent in its reasonable discretion and (v) the Administrative Agent shall have received an opinion from Borrower’s counsel in form and substance satisfactory to the Administrative Agent. (r) Guarantees by the Borrower or any Restricted Subsidiary of operating leases or of other obligations that do not constitute Debt, in each case entered into by any Restricted Subsidiary in the ordinary course of business. (s) Investments of any Person that becomes a Restricted Subsidiary of the Borrower after the Effective Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, consolidation or amalgamation and were in existence on the date of such acquisition, merger or consolidation. (t) any Investment by the Borrower or one or more of its Wholly Owned Subsidiaries in a Person, if as a result of such Investment such Person becomes a Restricted Subsidiary or such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, the Borrower or a Restricted Subsidiary. (u) Investments by the Borrower or any Restricted Subsidiary in or to Plains Offshore (including indirectly by means of Investments in Unrestricted any Restricted Subsidiaries that are equityholders of Plains Offshore for further investment into Plains Offshore) consisting of (i) Investments made after the Effective Date in an amount not to exceed $25,000,000 450,000,000, (ii) guarantees permitted pursuant to Sections 9.02(k) and (n), and (iii) obligations, guarantees or indemnities of operating agreements or other similar or customary agreements or as required by governmental or regulatory bodies, in each case made or entered into in the ordinary course of the oil and gas business. (v) other Investments not to exceed $200,000,000 in the aggregate at any time. (m) other Investments not to exceed $25,000,000 in the aggregate at any time.

Investments, Loans and Advances. The Parent Guarantor Borrower will not, and will not permit any 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 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. (c) direct obligations of the United States or any agency thereof, or obligations guaranteed or insured 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 no lower than A2 or P2 in the highest grade by S&P or Xxxxx’x, respectivelyMxxxx’x. (e) deposits maturing within one year from the date of creation acquisition thereof with, including certificates of deposit 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 $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) repurchase obligations with a term of not more than 30 days from the date of acquisition thereof for underlying securities of the type described in Section 9.05(c) and Section 9.05(e). (g) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d), Section 9.05(e) or Section 9.05(e9.05(f). (gh) Investments (i) made by the Parent Guarantor Borrower in or to the BorrowerGuarantors, (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Subsidiary in or to the Borrower or any Guarantor, Guarantor and (iviii) made by the Borrower or any Guarantor (other than the Parent Guarantor) or any Subsidiary in or to any Subsidiary that is all other Subsidiaries which are not a Guarantor Guarantors in an aggregate amount in all such Subsidiaries at any one time outstanding not to exceed $2,000,000. (i) subject to the limits in Section 9.06, Investments (including 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 (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 $5,000,000. (hj) subject to the limits in Section 9.06, Investments (includingin direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, without limitationfarm-in, capital contributions)joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the Partnershipsoil and gas exploration and production business located within the geographic boundaries of the United States of America. (ik) loans or advances to employees, officers or directors in the ordinary course of business of the Parent Guarantor 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 $2,000,000 in the ordinary course of business and consistent with past practicesaggregate at any time outstanding. (jl) 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 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 Parent Guarantor Borrower or any of its Subsidiaries; provided that the Borrower shall give the Administrative Agent prompt written notice if the aggregate amount of all Investments held at any one time under this Section 9.05(l) exceeds $5,000,000. (km) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, provided that: (i) immediately prior to guarantees permitted by Section 9.02, and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all guarantees by the Borrower or any Subsidiary for the performance or payment obligations of the Equity Interests of such Person are acquired and such Person becomes a Borrower or any Guarantor; (iii) such Person is principally engaged , which obligations were incurred in the same ordinary course of business as the Obligors; (iv) the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall do not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to the Administrative Agent for the benefit of the Lenders in such acquired assetsconstitute Secured Obligations. (ln) Investments in Unrestricted Subsidiaries any Person to the extent such Investment represents the non-cash portion of consideration received for a disposition of any property that was made pursuant to and in compliance with Section 9.12. (o) any Investments received solely in exchange for Equity Interests consisting of common stock of the Borrower. (p) other Investments not to exceed $25,000,000 2,000,000 in the aggregate at any time. (m) other Investments not to exceed $25,000,000 in the aggregate at any time.

Investments, Loans and Advances. The Parent Guarantor QRE MLP will not, and will not permit any Subsidiary of 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) Investments reflected in the Initial Financial Statements or which are disclosed to the Lenders in Schedule 9.05. (b) accounts receivable arising in the ordinary course of 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 no lower than A2 or P2 by S&P or Xxxxx’x, respectively. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit 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 $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 (i) made by the Parent Guarantor QRE MLP in or to the Borrower, (ii) made Borrower or by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) Guarantors and made by any Subsidiary in or to the Borrower or any Guarantor, and (iv) made by the Borrower or including, in each case any Guarantor (other than the Parent Person which will, substantially contemporaneously with such Investment, become a Guarantor) or any Subsidiary in or to any Subsidiary that is not a Guarantor in an aggregate amount in all such Subsidiaries at any one time outstanding not to exceed $5,000,000. (h) Investments (including, without limitation, capital contributions), in the Partnerships. (i) loans or advances to employees, officers or directors of the Parent Guarantor or any of its Subsidiaries, in each case in the ordinary course of business and consistent with past practices. (j) 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 Borrower or any Subsidiary of its Subsidiaries 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 Parent Guarantor 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 $250,000. (i) subject to the limits in Section 9.06, Investments in direct ownership interests in Oil and Gas Properties and gas gathering systems relating to the Borrower’s or its Subsidiaries Oil and Gas Properties or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States and Canada. (j) subject to the limits in Section 9.06 and Section 9.23, Investments (including, without limitation, capital contributions), in general or limited partnerships or other types of entities or joint ventures (each a “Venture”) entered into by the Borrower or a Subsidiary with others for the purpose of constructing and operating gathering and pipeline systems, treatment facilities, compression facilities and other related facilities for the treatment, transportation or storage of Hydrocarbons on the Borrower’s Oil and Gas Properties; provided that 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 the time of making thereof (net of any subsequent dispositions), an amount equal to the lesser of $20,000,000 and seven percent (7%) of the Borrowing Base. (k) Non-hostile acquisitions loans or advances to employees, officers or directors in the ordinary course of Equity Interests or assets constituting a business unit of any Person, provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests Borrower or any of such Person are acquired and such Person becomes a Guarantor; (iii) such Person is principally engaged its Restricted Subsidiaries, in the same business as the Obligors; (iv) the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except each case only as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to the Administrative Agent for the benefit of the Lenders applicable law, but in such acquired assets. (l) Investments in Unrestricted Subsidiaries any event not to exceed $25,000,000 1,000,000 in the aggregate at any time. (ml) Subject to Section 9.23, other Investments not to exceed $25,000,000 2,000,000 in the aggregate at any time.

Investments, Loans and Advances. The Parent Guarantor Borrower will not, and will not permit any 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 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. (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 no lower than A2 or P2 by S&P or Xxxxx’xMoody's, respectively. (e) deposits maturing within one year withix xxx xear from the date of creation thereof with, including certificates of deposit 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 $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, respectivelyrespectively or, in the case of any Foreign Subsidiary, a baxx xxxxnized 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 (i) made by the Parent Guarantor Borrower in or to the BorrowerGuarantors, (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Subsidiary in or to the Borrower or any Guarantor; (iii) made by the Borrower or any Subsidiary in or to any Domestic Subsidiary that is not a Guarantor plus amounts invested under Section 9.05(i) in an aggregate amount at any one time outstanding not to exceed $5,000,000, 71 and (iv) made by the Borrower or any Guarantor (other than the Parent Guarantor) or any Subsidiary in or to any Foreign Subsidiary that is not a Guarantor in an aggregate amount in all such Subsidiaries at any one time outstanding not to exceed $5,000,000500,000. (h) subject to the limits in Section 9.06, Investments (including, without limitation, capital contributions), other than Investments described in Section 9.05(i), in general or limited partnerships or other types of entities or joint ventures (each a "Venture") entered into by the Borrower or a Subsidiary with others for the purpose of constructing and operating gathering and pipeline systems, treatment facilities, compression facilities and other related facilities for the treatment, transportation or storage of Hydrocarbons on the Borrower's Oil and Gas Properties; provided that 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 Partnershipsaggregate at any time outstanding, an amount equal to $10,000,000. (i) loans or advances subject to employeesthe limits in Section 9.06, officers or directors of the Parent Guarantor or any of its SubsidiariesInvestments (including, without limitation, capital contributions), other than Investments described in Section 9.05(h), in each case Ventures 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 consistent with past practiceson 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 $5,000,000. (j) subject to the limits in Section 9.06, Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America. (k) 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 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 by Section 9.02. (l) loans and advances to directors, officers and employees permitted by applicable law not to exceed $1,000,000 in the aggregate at any time. (m) 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 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 Parent Guarantor Borrower or any of its 72 Subsidiaries (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, ; provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iii) such Person is principally engaged in the same business as the Obligors; (iv) that the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to give the Administrative Agent for prompt written notice in the benefit event that the aggregate amount of the Lenders in such acquired assetsall investments held at any one time under this Section 9.05(m) exceeds $5,000,000. (ln) other Investments in Unrestricted Subsidiaries not to exceed $25,000,000 5,000,000 in the aggregate at any time. (m) other Investments not to exceed $25,000,000 in the aggregate at any time.

Investments, Loans and Advances. The Parent Guarantor Neither the Borrower nor any of its Subsidiaries will not, and will not permit any 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 reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05Statements. (b) accounts receivable arising in the ordinary course of 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 no lower than A2 or P2 by S&P or Xxxxx’x, respectivelyMoody’s. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit 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 $100,000,000 250,000,000 (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’xMoody’s, 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 (i) made by the Parent Guarantor Borrower in or to the BorrowerGuarantors, (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Subsidiary in or to the Borrower or any Guarantor, and (iviii) made by the Borrower or any Guarantor (other than in Subsidiaries that are not Guarantors, provided that the Parent Guarantor) or any Subsidiary aggregate of all Investments made by the Borrower and the Guarantors in or to any Subsidiary all Subsidiaries that is are not a Guarantor in an aggregate amount in all such Subsidiaries Guarantors shall not exceed $10,000,000 at any one time outstanding not to exceed $5,000,000time. (h) 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 any of its Subsidiaries 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, treatment and storage (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 Partnershipsaggregate at any time outstanding an amount equal to $10,000,000. (i) subject to the limits in Section 9.06, Investments, including the Acquisition and the Panhandle Acquisition, in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business 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 Parent Guarantor 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 $1,000,000 in the ordinary course of business and consistent with past practicesaggregate at any time. (jk) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 9.04(b) owing to the Parent Guarantor Borrower or any Subsidiary of its Subsidiaries 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 Parent Guarantor Borrower or any of its Subsidiaries (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iii) such Person is principally engaged in the same business as the Obligors; (iv) that the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to give the Administrative Agent for prompt written notice in the benefit event that the aggregate amount of the Lenders in such acquired assetsall Investments held at any one time under this Section 9.05(k) exceeds $1,000,000. (l) Investments in Unrestricted Subsidiaries not to exceed $25,000,000 in the aggregate at any timeAny guarantee permitted under Section 9.02. (m) other Investments not to exceed $25,000,000 in the aggregate at any time.

Investments, Loans and Advances. The Parent Guarantor Neither the Borrower nor any of its Subsidiaries will not, and will not permit any 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 reflected in the Financial Statements and any refinancings or which are disclosed to replacements thereof, provided that the Lenders in Schedule 9.05amount of such Investment is not increased. (b) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business., and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss. US 793906v.7 (c) direct 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 Commercial paper maturing within one year from the date of creation thereof rated no lower than A2 or P2 by S&P or Xxxxx’x, respectively. (e) deposits Deposits maturing within one year from the date of creation thereof with, including certificates of deposit 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 $100,000,000 250,000,000 (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 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 (i) made by the Parent Borrower or any Guarantor in or to the BorrowerBorrower or any other Guarantor, (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Subsidiary in or to the Borrower or any Guarantor, Guarantor and (iviii) made by the Borrower or any Guarantor (other than the Parent Guarantor) or any Subsidiary in or to any Subsidiary that is all other Subsidiaries which are not a Guarantor in an aggregate amount in all such Subsidiaries Guarantors which do not at any one time outstanding not to exceed $5,000,00010,000,000. (h) 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 any of its Subsidiaries 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, treatment and storage (ii) the interest in such venture is 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 Partnershipsaggregate at any time outstanding an amount equal to $15,000,000. (i) loans Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business 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 Parent Guarantor 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 $2,500,000 in the ordinary course of business and consistent with past practicesaggregate at any time. (jk) 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 Borrower or any Subsidiary of its Subsidiaries as a result of a bankruptcy or other insolvency proceeding of the obligor in US 793906v.7 respect of such debts or upon the enforcement of any Lien in favor of the Parent Guarantor 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. (kl) Non-hostile acquisitions Investments made in connection with the purchase, lease or other acquisition 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 assets constituting a any division, line of business or business unit of any Person, Person (including by the merger or consolidation of such Person into the Borrower or any Guarantor); provided that: that (i) immediately prior to the Borrower promptly complies with the requirements of Section 8.13(b) in connection with any newly acquired Material Domestic Subsidiary and (ii) no Default exists before and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and 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 compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to the Administrative Agent for the benefit of the Lenders in such acquired assetsInvestment. (lm) Investments in Unrestricted Subsidiaries permitted by Section 9.10. (n) Other Investments not to exceed $25,000,000 exceed, in the aggregate at any timetime outstanding an amount equal to $50,000,000. (mo) other Investments not to exceed $25,000,000 in the aggregate at any timeAny guarantee permitted under Section 9.02.

Investments, Loans and Advances. The Parent Guarantor Borrower will not, and will not permit any Restricted 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 reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.059.06. (b) accounts receivable arising in the ordinary course of 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 no lower than A2 or P2 in the highest grade by S&P or Xxxxx’x, respectively. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit 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 $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(c9.06(c), Section 9.05(d9.06(d) or and Section 9.05(e9.06(e). (g) Investments (i) made by the Parent Guarantor Borrower in or to the BorrowerGuarantors, (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Subsidiary in or to the Borrower or any Guarantor, (iii) made by the Borrower or any Excluded Subsidiary in or to the Excluded Subsidiaries and (iv) made by the Borrower or any Guarantor Restricted Subsidiary in or to all other Restricted Subsidiaries which are not Guarantors (other than the Parent Guarantor) or any Subsidiary in or Excluded Subsidiaries), Unrestricted Subsidiaries, Nuevo Energy Company and Xxxxxxxxx Oil and Gas Company provided that, with respect to any Subsidiary that is not a Guarantor Investment described in an clause (iv), (A) the aggregate amount in of all such Subsidiaries Investments at any one time outstanding shall not to exceed $5,000,000250,000,000; (B) no Default or Event of Default has occurred and is continuing at the time such Investment is made or would result from the making of such Investment, and (C) the Borrower’s Minimum Liquidity after giving effect to such Investment is not less than $115,000,000. (h) 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 Partnerships. ordinary course of business; provided that (i) loans or advances to employeesany such venture is engaged exclusively in oil and gas exploration, officers or directors of development, production, processing and related activities, including transportation, (ii) the Parent Guarantor or any of its Subsidiaries, interest in each case such venture is acquired in the ordinary course of business and consistent with past practiceson 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 $75,000,000. (ji) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 amounts owing to the Parent Guarantor Borrower or any Restricted Subsidiary as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such debts amounts or upon the enforcement of any Lien in favor of the Parent Guarantor Borrower or any of its Restricted Subsidiaries; provided that the Borrower shall give the Administrative Agent prompt written notice in the event that the aggregate amount of all Investments held at any one time under this Section 9.06(i) exceeds $25,000,000. (j) 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 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 other than joint ventures; provided, however, that none of the foregoing shall involve the incurrence of any Debt not permitted by Section 9.02, and provided further that this Section 9.06(j) shall not be construed to permit Investments by the Borrower or any Restricted Subsidiary in any Person which maintains or incurs in the future any Debt other than Non-Recourse Debt. (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Personloans and advances to directors, provided that: (i) immediately prior to officers and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iii) such Person is principally engaged employees in the same ordinary course of business as the Obligors; (iv) the Borrower shall be in pro forma compliance consistent with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to the Administrative Agent for the benefit of the Lenders in such acquired assetsprior practice. (l) Guarantees by the Borrower and the Restricted Subsidiaries of Debt permitted by Section 9.02(a)(i), Section 9.02(a)(iii), Section 9.02(a)(iv), Section 9.02(a)(vi), Section 9.02(a)(viii), Section 9.02(a)(ix), Section 9.02(a)(x), 9.02(a)(xi) (other than Pogo Debt) and Section 9.02(a)(xii)). (m) Indemnities entered into in the ordinary course of business. (n) Investments of surface rights in fee property in California in Unrestricted Subsidiaries. (o) Investments arising from the endorsement of financial instruments in the ordinary course of business. (p) Investments consisting of Swap Agreements to the extent permitted under Section 9.17; (q) loans to the Section 1031 Counterparty participating in a Section 1031 Exchange provided that (i) the amount of any such loan does not exceed the sum of (A) purchase price to be paid by the recipient of such loan for the purchase price of the assets subject to the related Section 1031 Exchange, and (B) estimated capital expenditures and operating expenses to be incurred with respect to such assets during the 180 day period during which such Section 1031 Exchange is to be completed, (ii) such loan is secured by a first priority security interest in the assets to be acquired by such recipient pursuant to the Xxxxxxx 0000 Xxxxxxxx, (xxx) the Administrative Agent has a perfected first priority security interest in such loan and any note or other document evidencing or securing such loan, (iv) the documentation relating to such Section 1031 Exchange and the related Section 1031 Counterparty are satisfactory to the Administrative Agent in its reasonable discretion and (v) the Administrative Agent shall have received an opinion from Borrower’s counsel in form and substance satisfactory to the Administrative Agent. (r) the acquisition of Pogo pursuant to the Merger Agreement and Investments of Pogo and its Subsidiaries in existence on the Closing Date. (s) other Investments not to exceed $25,000,000 50,000,000 in the aggregate at any time. (m) other Investments not to exceed $25,000,000 in the aggregate at any time.

Investments, Loans and Advances. The Parent Guarantor Neither the Borrower nor any of its Subsidiaries will not, and will not permit any 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 reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05Statements. (b) accounts receivable arising in the ordinary course of 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 no lower than A2 or P2 by S&P or Xxxxx’x, respectively. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit 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 $100,000,000 250,000,000 (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 primarily in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e). (g) Investments (i) made by the Parent Guarantor Borrower in or to the BorrowerGuarantors, (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Subsidiary in or to the Borrower or any Guarantor, (iii) made by the Borrower or any Guarantor in any Person that owns Oil and Gas Properties which are overriding royalty, royalty interests or other similar non-cost bearing interests and which does not own other material Properties, provided, that after the consummation of such Investment (A) the Borrower and its Subsidiaries are in compliance with all covenants under this Agreement and (B) such Person promptly becomes a Guarantor or is promptly dissolved into a Guarantor or the Borrower and (iv) made by the Borrower or any Guarantor (other than in Subsidiaries that are not Guarantors, provided that the Parent Guarantor) or any Subsidiary aggregate of all Investments made by the Borrower and the Guarantors in or to any Subsidiary all Subsidiaries that is are not a Guarantor in an aggregate amount in all such Subsidiaries Guarantors shall not exceed $10,000,000 at any one time outstanding not to exceed $5,000,000time. (h) 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 any of its Subsidiaries 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, treatment and storage, (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 Partnershipsaggregate at any time outstanding an amount equal to $10,000,000. (i) subject to the limits in Section 9.06, Investments, including the Acquisition, in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business 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 Parent Guarantor 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 $1,000,000 in the ordinary course of business and consistent with past practicesaggregate at any time. (jk) 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 Borrower or any Subsidiary of its Subsidiaries 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 Parent Guarantor Borrower or any of its Subsidiaries (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, ; provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iii) such Person is principally engaged in the same business as the Obligors; (iv) that the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to give the Administrative Agent for prompt written notice in the benefit event that the aggregate amount of the Lenders in such acquired assetsall Investments held at any one time under this Section 9.05(k) exceeds $1,000,000. (l) Investments in Unrestricted Subsidiaries not to exceed $25,000,000 in the aggregate at any timeAny guarantee permitted under Section 9.02. (m) other Investments not to exceed $25,000,000 in the aggregate at any time.

Investments, Loans and Advances. The Parent Guarantor Neither the Borrower nor any of its Subsidiaries will not, and will not permit any 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 reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05Statements. (b) accounts receivable arising in the ordinary course of 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 no lower than A2 or P2 in the highest grade by S&P or Xxxxx’x, respectivelyXxxxx'x. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit 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 $100,000,000 250,000,000 (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 (i) made by the Parent Guarantor Borrower in or to the BorrowerGuarantors, (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Subsidiary in or to the Borrower or any Guarantor, and (iviii) made by the Borrower or any Guarantor (other than in Subsidiaries that are not Guarantors, provided that the Parent Guarantor) or any Subsidiary aggregate of all Investments made by the Borrower and the Guarantors in or to any Subsidiary all Subsidiaries that is are not a Guarantor in an aggregate amount in all such Subsidiaries Guarantors shall not exceed $2,000,000 at any one time outstanding time, and only to the extent an Event of Default or Borrowing Base Deficiency does not to exceed $5,000,000exist and would not result from making such Investments. (h) 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 any of its Subsidiaries 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 Partnershipsaggregate at any time outstanding an amount equal to $2,000,000, and only to the extent an Event of Default or Borrowing Base Deficiency does not exist and would not result from making such Investments. (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, 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, and only to the extent an Event of Default or Borrowing Base Deficiency does not exist and would not result from making such Investments. (j) loans or advances to employees, officers or directors in the ordinary course of business of the Parent Guarantor 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 $250,000 in the ordinary course of business and consistent with past practicesaggregate at any time. (jk) 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 Borrower or any Subsidiary of its Subsidiaries 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 Parent Guarantor Borrower or any of its Subsidiaries (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, ; provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iii) such Person is principally engaged in the same business as the Obligors; (iv) that the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to give the Administrative Agent for the benefit of the Lenders in such acquired assets. (l) Investments in Unrestricted Subsidiaries not to exceed $25,000,000 prompt written notice in the event that the aggregate amount of all investments held at any timeone time under this Section 9.05(i) exceeds $250,000. (m) other Investments not to exceed $25,000,000 in the aggregate at any time.

Investments, Loans and Advances. The Parent Guarantor Borrower will not, and will not permit any Subsidiary or Xxxxxx 2009 Partnership 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 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. (c) direct obligations of the United States of America or any agency thereof, or obligations guaranteed by the United States of America 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 no lower than A2 or P2 in the highest grade by S&P or Xxxxx’x, respectively. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit issued by, (i) any Lender or First Lien Lender or (ii) any office located in the United States of America of any other bank or trust company which is organized under the laws of the United States of America or any state thereof, has capital, surplus and undivided profits aggregating at least $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 other mutual funds investing exclusively in Investments substantially all of whose assets are described in Section 9.05(c), Section 9.05(d) or and Section 9.05(e). (g) Investments (i) made by the Parent Guarantor Borrower in or to the Borrower, Guarantors and (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Subsidiary Guarantor in or to the Borrower or any Guarantor, and (iv) made by the Borrower or any Guarantor (other than the Parent Guarantor) or any Subsidiary in or to any Subsidiary that is not a Guarantor in an aggregate amount in all such Subsidiaries at any one time outstanding not to exceed $5,000,000. (h) 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 Partnershipsordinary 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 (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 $5,000,000 in the aggregate at any time outstanding. (i) loans or advances to employees, officers or directors in the ordinary course of business of the Parent Guarantor Borrower or any of its Subsidiaries, in each case only as permitted by applicable law, including Section 402 of the Xxxxxxxx-Xxxxx Act of 2002, but in any event not to exceed $1,000,000 in the ordinary course of business and consistent with past practicesaggregate outstanding at any time. (j) 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 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 Parent Guarantor Borrower or any of its Subsidiaries. (k) Non-hostile acquisitions guarantees by the Borrower or any Guarantor of Equity Interests Debt permitted by Section 9.02. (l) Investments arising from the endorsement of financial instruments in the ordinary course of business. (m) Investments arising out of the receipt by the Borrower or any Subsidiary of noncash consideration for the sale of assets constituting a business unit permitted under Section 9.12. (n) the acquisition of any Person, provided that: Oil and Gas Properties and related oilfield equipment located thereon from Persons other than Affiliates of the Borrower or its Subsidiaries so long as: (i) immediately prior to at the time of and after giving effect to such acquisition, no Default or Event of Default exists or would could reasonably be expected to result therefrom; from such acquisition; (ii) if such acquisition is of Equity Interests, substantially the Borrower and its Subsidiaries shall have complied with all of the Equity Interests requirements of such Person are acquired and such Person becomes a Guarantor; Section 8.14 with respect thereto; (iii) such Person the Borrower is principally engaged in compliance with Section 9.01(d) for the same business as the Obligorsmost recently ended fiscal quarter; and (iv) after giving effect to such acquisition, the Borrower shall be is in pro forma compliance with each of the covenants set forth in Section 9.01 based on the trailing four 9.01(a), (4b), (c) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to the Administrative Agent for the benefit of the Lenders in such acquired assetse). (lo) Investments in Unrestricted Subsidiaries not to exceed certificates of deposit less than $25,000,000 in the aggregate at any time100,000, provided that such certificate of deposit is insured. (mp) consummation of the Acquisition on the Effective Date and the acquisition of the Acquired Equity after the Effective Date, in each case, in accordance with the Acquisition Agreement. (q) other Investments not to exceed $25,000,000 4,000,000 in the aggregate at any timetime outstanding.

Investments, Loans and Advances. The Parent Guarantor Borrower will not, and will not permit any 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 reflected in the Financial Statements or which that are disclosed to the Lenders Administrative Agent or the Arranger in Schedule 9.0510.05. (b) accounts receivable arising in the ordinary course of 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 no lower than A2 or P2 in the highest grade by S&P or Xxxxx’x, respectivelyMxxxx'x. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit 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 $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’xMxxxx'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 (i) made by the Parent Guarantor in or to the Borrower, (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Subsidiary in or to the Borrower or any Guarantor, and (iv) made by the Borrower or any Guarantor (other than the Parent Guarantor) or any Subsidiary in or to any of their respective Subsidiaries, provided that the recipient Subsidiary that is not of such Investment becomes a Guarantor in an aggregate amount in all such Subsidiaries at any one time outstanding not hereunder pursuant to exceed $5,000,000Section 9.14. (h) subject to the limits in Section 10.07, Investments (includingin direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, without limitationfarm-in, capital contributions)joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the Partnershipsoil and gas exploration and production business located within the geographic boundaries of the United States of America; provided that (i) during the first year after the Effective date, no such Investment exceeds $1,000,000 and (ii) thereafter, the aggregate of all such Investments made during the immediately preceding twelve-month period does not exceed $2,500,000. (i) loans or advances to employees, officers or directors of the Parent Guarantor or any of its Subsidiaries, in each case in the ordinary course of business and consistent with past practices. (j) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 10.06 owing to the Parent Guarantor 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 Parent Guarantor Borrower or any of its Subsidiaries (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, ; provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iii) such Person is principally engaged in the same business as the Obligors; (iv) that the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to give the Administrative Agent for prompt written notice in the benefit event that the aggregate amount of the Lenders in such acquired assetsall investments held at any one time under this Section 10.05(i) exceeds $100,000. (lj) Investments Acquisition of certain outstanding debentures issued by American Natural Energy Corporation, in Unrestricted Subsidiaries an aggregate principal amount not to exceed $25,000,000 in the aggregate at any time11,300,000. (m) other Investments not to exceed $25,000,000 in the aggregate at any time.

Investments, Loans and Advances. The Parent Guarantor Borrower will not, and will not permit any 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 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. (c) direct obligations of the United States of America or any agency thereof, or obligations guaranteed by the United States of America 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 no lower than A2 or P2 in the highest grade by S&P or Xxxxx’x, respectively. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit issued by, (i) any Lender or (ii) any office located in the United States of America of any other bank or trust company which is organized under the laws of the United States of America or any state thereof, has capital, surplus and undivided profits aggregating at least $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 other mutual funds investing exclusively in Investments substantially all of whose assets are described in Section 9.05(c), Section 9.05(d) or and Section 9.05(e). (g) Investments (i) made by the Parent Guarantor Borrower in or to the Borrower, Guarantors and (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Subsidiary Guarantor in or to the Borrower or any Guarantor, and (iv) made by the Borrower or any Guarantor (other than the Parent Guarantor) or any Subsidiary in or to any Subsidiary that is not a Guarantor in an aggregate amount in all such Subsidiaries at any one time outstanding not to exceed $5,000,000. (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 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 (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 Partnershipsaggregate at any time outstanding an amount equal to the greater of (A) $5,000,000 or (B) 5% of the Borrowing Base in effect on the date such Investment was made. (i) loans or advances to employees, officers or directors in the ordinary course of business of the Parent Guarantor Borrower or any of its Subsidiaries, in each case only as permitted by applicable law, including Section 402 of the Xxxxxxxx-Xxxxx Act of 2002, but in any event not to exceed $1,000,000 in the ordinary course of business and consistent with past practicesaggregate outstanding at any time. (j) 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 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 Parent Guarantor Borrower or any of its Subsidiaries. (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iii) such Person is principally engaged in the same business as the Obligors; (iv) guarantees by the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as Guarantor of Debt permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to the Administrative Agent for the benefit of the Lenders in such acquired assetsSection 9.02. (l) Investments in Unrestricted Subsidiaries not to exceed $25,000,000 arising from the endorsement of financial instruments in the aggregate at any timeordinary course of business. (m) other Investments not to exceed $25,000,000 exceed, in the aggregate at any timetime outstanding, an amount equal to the greater of (A) $3,000,000 or (B) 5% of the Borrowing Base in effect on the date such Investments are made.

Investments, Loans and Advances. The Parent Guarantor None of the Parent, the Borrower or their Subsidiaries will not, and will not permit any 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 reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05Statements. (b) accounts receivable arising in the ordinary course of 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 no lower than A2 or P2 in the two highest grades by S&P or Xxxxx’x, respectivelyMxxxx’x. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit 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 $100,000,000 250,000,000 (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 (i) made by the Parent Guarantor or the Borrower in or to the BorrowerGuarantors, (ii) made by the Borrower in or to any Subsidiary of or the Borrower which is a Guarantor, (iii) made by any Subsidiary Parent in or to the Borrower or any Guarantor, and (iviii) made by the Borrower or any Guarantor (other than in Subsidiaries that are not Guarantors, provided that the Parent Guarantor) or any Subsidiary aggregate of all Investments made by the Borrower and the Guarantors in or to any Subsidiary all Subsidiaries that is are not a Guarantor in an aggregate amount in all such Subsidiaries Guarantors shall not exceed $2,000,000 at any one time outstanding not to exceed $5,000,000time. (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 Parent, the Borrower or any of their Subsidiaries 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 Partnershipsaggregate at any time outstanding an amount equal to $2,000,000. (i) subject to the limits in Section 9.06, Investments in Persons by the Borrower or a Subsidiary; provided, that, contemporaneously with such Investment, such Person becomes a Wholly-Owned Subsidiary and, as of the date such Investment is made (and after giving effect to all related transactions) (1) all of the representations and warranties contained in each Loan Document are true and correct and (2) no Default or Event of Default has occurred and is continuing or would result from such person being a Wholly-Owned Subsidiary. (j) subject to the limits in Section 9.06, Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems, production facilities or processing facilities related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines, production facilities, processing facilities 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. (k) loans or advances to employees, officers or directors of the Parent Guarantor or any of its Subsidiaries, in each case in the ordinary course of business and consistent with past practicesof the Parent, the Borrower or any of their 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 $250,000 in the aggregate at any time. (jl) 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 Parent, the Borrower or any Subsidiary of its Subsidiaries 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 Parent Guarantor Parent, the Borrower or any of its their Subsidiaries (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, ; provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iii) such Person is principally engaged in the same business as the Obligors; (iv) that the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to give the Administrative Agent for the benefit of the Lenders in such acquired assets. (l) Investments in Unrestricted Subsidiaries not to exceed $25,000,000 prompt written notice in the event that the aggregate amount of all Investments held at any timeone time under this Section 9.05(j) exceeds $250,000. (m) other Investments not to exceed $25,000,000 exceed, in the aggregate aggregate, $250,000 at any timetime outstanding.

Investments, Loans and Advances. The Parent Guarantor Borrower and Aurora will not, and will not permit any 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 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. (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 no lower than A2 or P2 in the highest grade by S&P or Xxxxx’x, respectivelyMoody's. (e) deposits maturing within one year from yeax xxxx the date of creation thereof with, including certificates of deposit 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 $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, respectivelyrespectively or, in the case of any Foreign Subsidiary, x xxxx 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 (i) made by the Parent Guarantor in Aurora or to the Borrower, (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a GuarantorGuarantors, (iiiii) made by any Subsidiary in or to the Borrower or any Guarantor, Guarantor and (iviii) made by Aurora or the Borrower or any Guarantor (other than the Parent Guarantor) or any Subsidiary in or to any Subsidiary that is all other Subsidiaries which are not a Guarantor Guarantors in an aggregate amount in all such Subsidiaries at any one time outstanding not to exceed $5,000,000500,000. (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 Aurora, 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 date such interest was acquired or the contribution made) do not exceed, in the Partnershipsaggregate at any time outstanding an amount equal to $250,000. (i) Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business 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 Parent Guarantor 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 ordinary course of business and consistent with past practicesaggregate at any time. (jk) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to Aurora, the Parent Guarantor 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 Aurora, the Parent Guarantor Borrower or any of its Subsidiaries (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, ; provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iii) such Person is principally engaged in the same business as the Obligors; (iv) that the Borrower or Aurora shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to give the Administrative Agent for prompt written notice in the benefit event that the aggregate amount of the Lenders in such acquired assetsall Investments held at any one time under this Section 9.05(k) exceeds $250,000. (l) other Investments in Unrestricted Subsidiaries not to exceed $25,000,000 250,000 in the aggregate at any time. (m) other Investments not to exceed $25,000,000 in the aggregate at any time.

Investments, Loans and Advances. The Parent Guarantor Borrower will not, and will not permit any 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 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. (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 no lower than A2 or P2 by S&P or Xxxxx’x, respectively. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit 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 $100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectivelyrespectively or, in the case of any Foreign Subsidiary, a bank organized in a jurisdiction in which the Foreign Subsidiary conducts operations having assets in excess of $500,000,000 (or its equivalent in another currency). (f) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e). (g) Investments (i) made by the Parent Guarantor Borrower in or to the BorrowerGuarantors, (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Subsidiary in or to the Borrower or any Guarantor; (iii) made by the Borrower or any Subsidiary in or to any Domestic Subsidiary that is not a Guarantor plus amounts invested under Section 9.05(i) in an aggregate amount at any one time outstanding not to exceed $35,000,000, and (iv) made by the Borrower or any Guarantor (other than the Parent Guarantor) or any Subsidiary in or to any Foreign Subsidiary that is not a Guarantor in an aggregate amount in all such Subsidiaries at any one time outstanding not to exceed $5,000,00035,000,000. (h) subject to the limits in Section 9.06, Investments (including, without limitation, capital contributions), other than Investments described in Section 9.05(i), in general or limited partnerships or other types of entities or joint ventures (each a “Venture”) entered into by the Borrower or a Subsidiary with others for the purpose of constructing and operating gathering and pipeline systems, treatment facilities, compression facilities and other related facilities for the treatment, transportation or storage of Hydrocarbons on the Borrower’s Oil and Gas Properties; provided that 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 Partnershipsaggregate at any time outstanding, an amount equal to $50,000,000. (i) loans or advances subject to employeesthe limits in Section 9.06, officers or directors of the Parent Guarantor or any of its SubsidiariesInvestments (including, without limitation, capital contributions), other than Investments described in Section 9.05(h), in each case Ventures 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 associated with the Borrower’s or its Subsidiary’s Oil and Gas Properties, (ii) the interest in such Venture is acquired in the ordinary course of business and consistent with past practiceson 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 $35,000,000. (j) subject to the limits in Section 9.06, Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America. (k) 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 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 by Section 9.02. (l) loans and advances to directors, officers and employees permitted by applicable law not to exceed $3,500,000 in the aggregate at any time. (m) 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 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 Parent Guarantor Borrower or any of its Subsidiaries (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, ; provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iii) such Person is principally engaged in the same business as the Obligors; (iv) that the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to give the Administrative Agent for prompt written notice in the benefit event that the aggregate amount of the Lenders in such acquired assetsall investments held at any one time under this Section 9.05(m) exceeds $35,000,000. (ln) other Investments in Unrestricted Subsidiaries not to exceed $25,000,000 35,000,000 in the aggregate at any time. (m) other Investments not to exceed $25,000,000 in the aggregate at any time.

Investments, Loans and Advances. The Parent Guarantor Borrower will not, and will not permit any 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 reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05..9.05 (b) accounts receivable arising in the ordinary course of business. (c) direct obligations of the United States or any agency thereof, or obligations guaranteed or insured 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 no lower than A2 or P2 in the highest grade by S&P or Xxxxx’x, respectively. (e) deposits maturing within one year from the date of creation acquisition thereof with, including certificates of deposit 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 $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) repurchase obligations with a term of not more than 30 days from the date of acquisition thereof for underlying securities of the type described in Section 9.05(c) and Section 9.05(e). (g) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d), Section 9.05(e) or Section 9.05(e9.05(f). (gh) Investments (i) made by the Parent Guarantor Borrower in or to the BorrowerGuarantors, (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Subsidiary in or to the Borrower or any Guarantor, Guarantor and (iviii) made by the Borrower or any Guarantor (other than the Parent Guarantor) or any Subsidiary in or to any Subsidiary that is all other Subsidiaries which are not a Guarantor Guarantors in an aggregate amount in all such Subsidiaries at any one time outstanding not to exceed $2,000,000. (i) subject to the limits in Section 9.06, Investments (including 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 (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 $5,000,000. (hj) subject to the limits in Section 9.06, Investments (includingin direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, without limitationfarm-in, capital contributions)joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the Partnershipsoil and gas exploration and production business located within the geographic boundaries of the United States of America. (ik) loans or advances to employees, officers or directors in the ordinary course of business of the Parent Guarantor 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 $2,000,000 in the ordinary course of business and consistent with past practicesaggregate at any time outstanding. (jl) 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 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 Parent Guarantor Borrower or any of its Subsidiaries; provided that the Borrower shall give the Administrative Agent prompt written notice if the aggregate amount of all Investments held at any one time under this Section 9.05(l) exceeds $5,000,000. (km) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, provided that: (i) immediately prior to guarantees permitted by Section 9.02, and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all guarantees by the Borrower or any Subsidiary for the performance or payment obligations of the Equity Interests of such Person are acquired and such Person becomes a Borrower or any Guarantor; (iii) such Person is principally engaged , which obligations were incurred in the same ordinary course of business as the Obligors; (iv) the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall do not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to the Administrative Agent for the benefit of the Lenders in such acquired assetsconstitute Secured Obligations. (ln) Investments in Unrestricted Subsidiaries any Person to the extent such Investment represents the non-cash portion of consideration received for a disposition of any property that was made pursuant to and in compliance with .Section 9.12 (o) any Investments received solely in exchange for Equity Interests consisting of common stock of the Borrower. (p) other Investments not to exceed $25,000,000 2,000,000 in the aggregate at any time. (m) other Investments not to exceed $25,000,000 in the aggregate at any time.

Investments, Loans and Advances. The Parent Guarantor Borrower will not, and will not permit any Restricted 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 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. (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 no lower than A2 or P2 by S&P or Xxxxx’xMoody’s, respectively. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit 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 $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 9.05(c), Section 9.05(d) or Section 9.05(e). (g) Investments (i) made by the Parent Guarantor Borrower in or to the BorrowerGuarantors, (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Restricted Subsidiary in or to the Borrower or any Guarantor; (iii) made by the Borrower or any Restricted Subsidiary in or to any Domestic Restricted Subsidiary that is not a Guarantor plus amounts invested under Section 9.05(h) in an aggregate amount at any one time outstanding not to exceed $50,000,000, and (iv) made by the Borrower or any Guarantor (other than the Parent Guarantor) or any Restricted Subsidiary in or to any Foreign Restricted Subsidiary that is not a Guarantor in an aggregate amount in all such Subsidiaries at any one time outstanding not to exceed $5,000,00050,000,000. (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 or joint ventures (each a “Venture”) entered into by the Borrower or a Restricted Subsidiary with others in the Partnerships. ordinary course of business; provided that (i) loans any such Venture is engaged either exclusively in (1) oil and gas exploration, development and production associated with the Borrower’s or advances to employeesits Restricted Subsidiary’s Oil and Gas Properties or (2) constructing and operating gathering and pipeline systems, officers treatment or directors processing facilities, compression facilities and other related facilities for the treatment, transportation or storage of Hydrocarbons on the Parent Guarantor or any of its SubsidiariesBorrower’s Oil and Gas Properties, (ii) the interest in each case such Venture is acquired in the ordinary course of business and consistent with past practiceson 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 $100,000,000. (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, 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 and Canada. (j) 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 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 by Section 9.02. (k) loans and advances to directors, officers and employees permitted by applicable law not to exceed $3,500,000 in the aggregate at any time. (l) 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 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 Parent Guarantor Borrower or any of its Restricted Subsidiaries (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and 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 compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to the Administrative Agent for the benefit of the Lenders in such acquired assets. (lm) other Investments (including Investments in Unrestricted Subsidiaries Subsidiaries) not to exceed $25,000,000 75,000,000 in the aggregate at any time. (m) other Investments not to exceed $25,000,000 in the aggregate at any time.

Investments, Loans and Advances. The Parent Guarantor Borrower will not, and will not permit any Subsidiary or Xxxxxx 2009 Partnership 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 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. (c) direct obligations of the United States of America or any agency thereof, or obligations guaranteed by the United States of America 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 no lower than A2 or P2 in the highest grade by S&P or Xxxxx’x, respectively. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit issued by, (i) any Lender or First Lien Lender or (ii) any office located in the United States of America of any other bank or trust company which is organized under the laws of the United States of America or any state thereof, has capital, surplus and undivided profits aggregating at least $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 other mutual funds investing exclusively in Investments substantially all of whose assets are described in Section 9.05(c), Section 9.05(d) or and Section 9.05(e). (g) Investments (i) made by the Parent Guarantor Borrower in or to the Borrower, Guarantors and (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Subsidiary Guarantor in or to the Borrower or any Guarantor, and (iv) made by the Borrower or any Guarantor (other than the Parent Guarantor) or any Subsidiary in or to any Subsidiary that is not a Guarantor in an aggregate amount in all such Subsidiaries at any one time outstanding not to exceed $5,000,000. (h) 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 Partnershipsordinary 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 (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 $5,000,000 in the aggregate at any time outstanding. (i) loans or advances to employees, officers or directors in the ordinary course of business of the Parent Guarantor Borrower or any of its Subsidiaries, in each case only as permitted by applicable law, including Section 402 of the Xxxxxxxx-Xxxxx Act of 2002, but in any event not to exceed $1,000,000 in the ordinary course of business and consistent with past practicesaggregate outstanding at any time. (j) 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 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 Parent Guarantor Borrower or any of its Subsidiaries. (k) Non-hostile acquisitions guarantees by the Borrower or any Guarantor of Equity Interests Debt permitted by Section 9.02. (l) Investments arising from the endorsement of financial instruments in the ordinary course of business. (m) Investments arising out of the receipt by the Borrower or any Subsidiary of noncash consideration for the sale of assets constituting a business unit permitted under Section 9.12. (n) the acquisition of any Person, provided that: Oil and Gas Properties and related oilfield equipment located thereon from Persons other than Affiliates of the Borrower or its Subsidiaries so long as: (i) immediately prior to at the time of and after giving effect to such acquisition, no Default or Event of Default exists or would could reasonably be expected to result therefrom; from such acquisition; (ii) if such acquisition is of Equity Interests, substantially the Borrower and its Subsidiaries shall have complied with all of the Equity Interests requirements of such Person are acquired and such Person becomes a Guarantor; Section 8.14 with respect thereto; (iii) such Person the Borrower is principally engaged in compliance with Section 9.01(d) for the same business as the Obligorsmost recently ended fiscal quarter; and (iv) after giving effect to such acquisition, the Borrower shall be is in pro forma compliance with each of the covenants set forth in Section 9.01 based on the trailing four 9.01(a), (4b), (c) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to the Administrative Agent for the benefit of the Lenders in such acquired assetse). (lo) Investments in Unrestricted Subsidiaries not to exceed certificates of deposit less than $25,000,000 in the aggregate at any time100,000, provided that such certificate of deposit is insured. (mp) consummation of the Acquisition on the Effective Date and the acquisition of the Acquired Equity after the Effective Date, in each case, in accordance with the Acquisition Agreement. (q) consummation of the Savant Acquisition in accordance with the Savant Acquisition Agreement. (r) other Investments not to exceed $25,000,000 4,000,000 in the aggregate at any timetime outstanding.

Investments, Loans and Advances. The Parent Guarantor Borrower will not, and will not permit any 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 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. (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 no lower than A2 or P2 by S&P or Xxxxx’x, respectively. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit 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 $100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectivelyrespectively or, in the case of any Foreign Subsidiary, a bank organized in a jurisdiction in which the Foreign Subsidiary conducts operations having assets in excess of $500,000,000 (or its equivalent in another currency). (f) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e). (g) Investments (i) made by the Parent Guarantor Borrower in or to the BorrowerGuarantors, (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Subsidiary in or to the Borrower or any Guarantor; (iii) made by the Borrower or any Subsidiary in or to any Domestic Subsidiary that is not a Guarantor plus amounts invested under Section 9.05(h) in an aggregate amount at any one time outstanding not to exceed $50,000,000, and (iv) made by the Borrower or any Guarantor (other than the Parent Guarantor) or any Subsidiary in or to any Foreign Subsidiary that is not a Guarantor in an aggregate amount in all such Subsidiaries at any one time outstanding not to exceed $5,000,00050,000,000. (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 or joint ventures (each a “Venture”) entered into by the Borrower or a Subsidiary with others in the Partnerships. ordinary course of business; provided that (i) loans any such Venture is engaged either exclusively in (1) oil and gas exploration, development and production associated with the Borrower’s or advances to employeesits Subsidiary’s Oil and Gas Properties or (2) constructing and operating gathering and pipeline systems, officers treatment or directors processing facilities, compression facilities and other related facilities for the treatment, transportation or storage of Hydrocarbons on the Parent Guarantor or any of its SubsidiariesBorrower’s Oil and Gas Properties, (ii) the interest in each case such Venture is acquired in the ordinary course of business and consistent with past practiceson 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 $100,000,000. (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, 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 and Canada. (j) 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 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 by Section 9.02. (k) loans and advances to directors, officers and employees permitted by applicable law not to exceed $3,500,000 in the aggregate at any time. (l) 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 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 Parent Guarantor Borrower or any of its Subsidiaries (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and 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 compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to the Administrative Agent for the benefit of the Lenders in such acquired assets. (l) Investments in Unrestricted Subsidiaries not to exceed $25,000,000 in the aggregate at any time. (m) other Investments not to exceed $25,000,000 50,000,000 in the aggregate at any time.

Investments, Loans and Advances. The Parent Guarantor Company will not, and will not permit any 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 reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.056.5. (b) accounts receivable arising in the ordinary course of 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 no lower than A2 or P2 by S&P or Xxxxx’xXxxxx'x, respectively. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit 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 $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, 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(c6.5(c), Section 9.05(d6.5(d) or and Section 9.05(e6.5(e). (g) Investments (i) made by the Parent Guarantor Company in or to the BorrowerGuarantors, (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Subsidiary in or to the Borrower Company or any Guarantor, and ; (iviii) made by the Borrower or any Guarantor (other than the Parent Guarantor) Company or any Subsidiary in or to any Domestic Subsidiary that is not a Guarantor plus amounts invested under Section 6.5(i) in an aggregate amount in all such Subsidiaries at any one time outstanding not to exceed $5,000,000, and (iv) made by Company or any Subsidiary in or to any Foreign Subsidiary in an aggregate amount at any one time outstanding not to exceed $500,000. (h) subject to the limits in Section 6.6, Investments (including, without limitation, capital contributions), other than Investments described in 6.5 (i) in general or limited partnerships or other types of entities or joint ventures (each a "VENTURE") entered into by Company or a Subsidiary with others for the purpose of constructing and operating gathering and pipeline systems, treatment facilities, compression facilities and other related facilities for the treatment, transportation or storage of Hydrocarbons on Company's Oil and Gas Properties; provided that 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 Partnershipsaggregate at any time outstanding, an amount equal to $10,000,000. (i) loans or advances subject to employeesthe limits in Section 6.6, officers or directors of the Parent Guarantor or any of its SubsidiariesInvestments (including, without limitation, capital contributions), other than Investments described in 6.5(h), in each case Ventures entered into by Company 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 consistent with past practiceson 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 $5,000,000. (j) subject to the limits in Section 6.6, 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, 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. (k) 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 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 Indebtedness not permitted by Section 6.2. (l) loans and advances to directors, officers and employees permitted by applicable law not to exceed $1,000,000 in the aggregate at any time. (m) Investments in stock, obligations or securities received in settlement of debts Indebtedness arising from Investments permitted under this Section 9.05 6.5 owing to the Parent Guarantor Company or any Subsidiary as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such debts Indebtedness or upon the enforcement of any Lien in favor of the Parent Guarantor Company or any of its Subsidiaries (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, ; provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iii) such Person is principally engaged in the same business as the Obligors; (iv) the Borrower that Company shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to give the Administrative Agent for prompt written notice in the benefit event that the aggregate amount of the Lenders in such acquired assetsall investments held at any one time under this Section 6.5(m) exceeds $5,000,000. (ln) other Investments in Unrestricted Subsidiaries not to exceed $25,000,000 5,000,000 in the aggregate at any time. (m) other Investments not to exceed $25,000,000 in the aggregate at any time.

Investments, Loans and Advances. The Parent Guarantor None of the Parent, the Borrower or their Subsidiaries will not, and will not permit any 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 reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05Statements. (b) accounts receivable arising in the ordinary course of 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 no lower than A2 or P2 in the two highest grades by S&P or Xxxxx’x, respectivelyXxxxx'x. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit 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 $100,000,000 250,000,000 (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’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 (i) made by the Parent Guarantor or the Borrower in or to the BorrowerGuarantors, (ii) made by the Borrower in or to any Subsidiary of or the Borrower which is a Guarantor, (iii) made by any Subsidiary Parent in or to the Borrower or any Guarantor, and (iviii) made by the Borrower or any Guarantor (other than in Subsidiaries that are not Guarantors, provided that the Parent Guarantor) or any Subsidiary aggregate of all Investments made by the Borrower and the Guarantors in or to any Subsidiary all Subsidiaries that is are not a Guarantor in an aggregate amount in all such Subsidiaries Guarantors shall not exceed $2,000,000 at any one time outstanding not to exceed $5,000,000time. (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 Parent, the Borrower or any of their Subsidiaries 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 Partnershipsaggregate at any time outstanding an amount equal to $2,000,000. (i) subject to the limits in Section 9.06, Investments in Persons by the Borrower or a Subsidiary; provided, that, contemporaneously with such Investment, such Person becomes a Wholly-Owned Subsidiary and, as of the date such Investment is made (and after giving effect to all related transactions) (1) all of the representations and warranties contained in each Loan Document are true and correct and (2) no Default or Event of Default has occurred and is continuing or would result from such person being a Wholly-Owned Subsidiary. (j) subject to the limits in Section 9.06, Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems, production facilities or processing facilities related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines, production facilities, processing facilities 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. (k) loans or advances to employees, officers or directors of the Parent Guarantor or any of its Subsidiaries, in each case in the ordinary course of business and consistent with past practicesof the Parent, the Borrower or any of their 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 $250,000 in the aggregate at any time. (jl) 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 Parent, the Borrower or any Subsidiary of its Subsidiaries 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 Parent Guarantor Parent, the Borrower or any of its their Subsidiaries (k) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, ; provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iii) such Person is principally engaged in the same business as the Obligors; (iv) that the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to give the Administrative Agent for the benefit of the Lenders in such acquired assets. (l) Investments in Unrestricted Subsidiaries not to exceed $25,000,000 prompt written notice in the event that the aggregate amount of all Investments held at any timeone time under this Section 9.05(j) exceeds $250,000. (m) other Investments not to exceed $25,000,000 exceed, in the aggregate aggregate, $250,000 at any timetime outstanding.

Investments, Loans and Advances. The Parent Guarantor and the Borrower will not, and will not permit any Subsidiary 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:to:148 (a) Investments reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05. (b) accounts aAccounts receivable arising in the ordinary course of business. (cb) direct dDirect 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 cCommercial paper maturing within one year from the date of creation thereof rated no lower than A2 or P2 in the highest grade by S&P or Xxxxx’x, respectively. (ed) deposits dDeposits maturing within one year from the date of creation thereof with, including certificates of deposit 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 $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 dDeposits 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. 146 Amended by Eighth Amendment. 147 Section 9.04(b) amended by Fifth Amendment. 148 Section 9.05 amended by First Amendment. (g) Investments (i) made by the Parent Guarantor in or Subject to the Borrowerlimits in Section 9.06, (ii) made by the Borrower in or to any Subsidiary of the Borrower which is a Guarantor, (iii) made by any Subsidiary in or to the Borrower or any Guarantor, and (iv) made by the Borrower or any Guarantor (other than the Parent Guarantor) or any Subsidiary in or to any Subsidiary that is not a Guarantor in an aggregate amount in all such Subsidiaries at any one time outstanding not to exceed $5,000,000. (h) Investments (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 the Restricted Subsidiaries with others in the Partnerships. ordinary course of business; provided that (i) loans no Default or advances to employeesEvent of Default exists at the time of, officers or directors of would exist after making any such Investment, (ii) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (iii) the Parent Guarantor or any of its Subsidiaries, interest in each case such venture is acquired in the ordinary course of business and consistent with past practiceson 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 exceed, in the aggregate at any time outstanding an amount equal to $10,000,00050,000,000.149 (h) lLoans 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 the Sarbanes Oxley Act of 2002, but in any event not to exceed $1,000,000 in the aggregate at any time. (ji) 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 Guarantor, the Borrower or any Subsidiary of the Restricted Subsidiaries 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 Parent Guarantor, the Borrower or any Restricted Subsidiary; 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 of its Subsidiariesone time under this Section 9.05(i) exceeds $1,000,000 (measured by consideration paid at the time such Investment is received).150 (kj) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any PersonInvestments in DrillCo Parties and in DrillCos that constitute entities, in each case provided that: that (i) if such Investment consists of Oil and Gas Properties or Equity Interests in a Subsidiary that owns Oil and Gas Properties the Loan Parties comply with Section 9.12 and (ii) immediately prior to and after giving effect to such acquisition, Investment the Borrower would have liquidity equal to or greater than 15% of the then effective Borrowing Base.151 (k) Investments in the form of deposits or advances that are subject to Excepted Liens. (l) pProvided that no Default or Event of Default exists at the time of, or would result therefrom; exist after making such Investment, Permitted Acquisitions and Investments owned by any Permitted Acquisition Target at the time of such Permitted Acquisition. (m) pProvided that (i) no Default or Event of Default exists at the time of, or would exist after making such Investment, (ii) if after giving pro forma effect to such acquisition is of Equity Interests, substantially all of Investment the Equity Interests of such Person are acquired Parent Guarantor would be in compliance with Section 9.01 and such Person becomes a Guarantor; (iii) after giving pro forma effect to such Person is principally engaged in the same business as the Obligors; (iv) Investment the Borrower shall be in pro forma compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject would have availability under this Agreementliquidity equal to any material liabilities except as permitted by this Agreement and Loan Documents; and (vi) a first priority perfected Lien shall be granted to the Administrative Agent for the benefit at least 15% of the Lenders in such acquired assets. (l) then current Commitments of the Lenders, other Investments in Unrestricted Subsidiaries not to exceed $25,000,000 exceed, in the aggregate at any timetime outstanding, $150,000,000250,000,000 (measured by consideration paid at the time such Investment is made).152 149 Section 9.05(g) amended by First Amendment. 150 Section 9.05(i) amended by First Amendment. 151 Section 9.05(j) amended by Fifth and Seventh Amendments. 152 Section 9.05(m) amended by Fifth Amendment. (mn) Investments made by any Loan Party (i) consisting of the designation as Unrestricted Subsidiaries of Viper Energy Partners LLC, Viper Energy Partners GP LLC, and Viper Energy Partners LP (such Unrestricted Subsidiaries, the “Viper MLP”), provided that at the time of designation thereof, such entities shall not own any material assets other Investments than (A) those certain royalty interests and other rights and property acquired pursuant to that certain Purchase and Sale Agreement, dated as of August 28, 2013, by and between Ibex Mineral Resources, LLC and Beehive Partners, LLC, as sellers, and Diamondback E&P LLC, as buyer, (B) certain mineral interests in Midland County, Texas and related rights and property acquired prior to June 1, 2014 and having an aggregate purchase price not in excess of $4,000,000, and (C) cash, accounts receivable and other assets having an aggregate value not in excess of $10,500,000, (ii) 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), (iii) in any Unrestricted Subsidiary (including the designation of a Subsidiary as an Unrestricted Subsidiary), provided that, in the case of this clause (iii), (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, (B) such Investment may consist of or include surface acreage related to Oil and Gas Properties owned or to be owned by the Viper MLP in an aggregate value under this clause (n)(iii)(B) not to exceed $45,000,000, (C) if such Investment consists of or includes Properties not described in clauses (n)(iii)(A) and (n)(iii)(B), the aggregate fair market value of all such Investments not described in clauses (n)(iii)(A) and (n)(iii)(B) shall be limited to the sum of (I) $25,000,000 plus (II) the aggregate amount of cash and the fair market value of Properties received by the Borrower and the Restricted Subsidiaries as dividends or distributions from Unrestricted Subsidiaries (including amounts treated as cash dividends under Section 9.19(c) upon designation of an Unrestricted Subsidiary as a Restricted Subsidiary); provided that amounts received by the Borrower and the Restricted Subsidiaries pursuant to this clause (II) may only be counted in determining the amount of Investments that may be made in the aggregate Unrestricted Subsidiary (and its successors, if applicable) that originally made such dividend or distribution to the Borrower and the Restricted Subsidiaries, and (D) the Utilization Percentage is less than 80% immediately after giving effect to such Investment and all related contemporaneous transactions and (iv) (A) consisting of the designation of a SubsidiaryQualified Midstream Person as an Unrestricted Subsidiary if substantially all of the assets of such Subsidiary consist of Qualified Midstream Assets (and, for the avoidance of doubt, any such designation shall be permitted under Section 9.19(b) without regard to the fair market value of the ownership interests in such Subsidiary), and (B) in any Unrestricted Subsidiary consisting of Qualified Midstream Assets. Investments under this Section 9.05(n) shall be valued at the time made and without taking into account subsequent changes in the value thereof.153 (o) Investments in an amount not to exceed $130,000,000 to be used to make or permit to remain outstanding Investments in a Person substantially all of the assets of which constitute real property (other than Oil and Gas Properties) and related assets.154 (p) Investments in any timePerson if, immediately after giving effect to such Investment, (i) the Utilization Percentage is less than 80% and (ii)(A) substantially all of the assets of such Person consist of or will consist ofis a Qualified Midstream Assets or (B) all or substantially all of such Person’s business is ownership of, operation of, construction or development of, or direct or indirect investment in, Qualified Midstream Assets.155Person. (q) The Energen Transaction and Investments owned by Energen at the time of the Energen Merger.

Investments, Loans and Advances. The Parent Guarantor Borrower will not, and will not permit any Restricted 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 reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05. (b) accounts receivable and extensions of trade credit arising in the ordinary course of business. (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 no lower than A2 A-2 or P2 P-2 by S&P or Xxxxx’x, respectively. (e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit 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 $100,000,000 (as of the date of such bank or trust company’s most recent financial reports) ), and has a short term deposit rating of no lower than A2 A-2 or P2P-2, as such rating is set forth from time to time, by S&P or Xxxxx’x, respectively. (f) deposits in purchases of the securities of money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e). (g) Investments made after the Effective Date (i) made by the Parent Guarantor in or to the Borrower, (ii) made by the Borrower in or to any Restricted Subsidiary of the Borrower which is a Guarantor, (iiiii) made by any Restricted Subsidiary in or to the Borrower or any Guarantor, and (iviii) made by the Borrower or any Guarantor (other than the Parent Guarantor) or any Restricted Subsidiary in or to any Unrestricted Subsidiary that is not a Guarantor in an aggregate amount in all such Unrestricted Subsidiaries at any one time outstanding not to exceed $5,000,00025,000,000, and (iv) by the Borrower or any Restricted Subsidiary in Immaterial Subsidiaries in an aggregate amount at any time outstanding not to exceed $15,000,000. (h) Investments (including, without limitation, capital contributions) in the Designated Partnerships; provided that such Investments shall consist solely of (i) contributions of land (other than Oil and Gas Properties evaluated in the most recent Reserve Report), in the Partnerships(ii) loans to a Designated Partnership, and/or (iii) other cash Investments so long as, after giving effect to such cash Investment, no Default or Event of Default has occurred and is continuing or would result therefrom and no Borrowing Base Deficiency exists at such time. (i) Investments (including, without limitation, capital contributions) in Undesignated Partnerships, so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) no Borrowing Base Deficiency exists at such time and (iii) the aggregate amount of such Investments made after the Effective Date (net of the amount of cash dividends, other cash distributions and returns of capital received by any Loan Party in respect of such Investments) does not exceed $30,000,000. (j) loans or advances to employees, consultants, officers or directors of the Parent Guarantor Borrower or any of its the Restricted Subsidiaries, in each case in the ordinary course of business and consistent with past practices, so long as such Investments do not exceed $3,250,000 at any time outstanding. (jk) 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 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 Parent Guarantor Borrower or any of its the Restricted Subsidiaries. (kl) Non-hostile acquisitions of Equity Interests or assets constituting a business unit of any Person, provided that: (i) immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists or would result therefrom; (ii) no Borrowing Base Deficiency exists at such time; (iii) if such acquisition is of Equity Interests, substantially all of the Equity Interests of such Person are acquired and such Person becomes a Guarantor; (iiiiv) such Person is principally engaged in the same business as the ObligorsBorrower and the Restricted Subsidiaries; (ivv) the Borrower shall be in pro forma compliance Pro Forma Compliance with the covenants set forth in Section 9.01 based on the trailing four (4) quarters and as adjusted on a pro forma basis for such acquisition; (v) such acquired Person or assets shall not be subject to any material liabilities except as permitted by this Agreement and Loan Documents9.01; and (vi) a first priority perfected Lien shall be granted to the Administrative Agent for the benefit of the Lenders in such acquired assets. (l) Investments in Unrestricted Subsidiaries not assets except to exceed $25,000,000 in the aggregate at any timeextent such assets are subject to Liens permitted by Section 9.03(e). (m) Investments permitted by Section 9.04. (n) capital stock, promissory notes and other similar non-cash consideration received by the Borrower or any Restricted Subsidiary in connection with any transaction permitted by Section 9.11. (o) Investments in Swap Agreements relating to the business and finances of the Borrower or any Restricted Subsidiary and not for purposes of speculation. (p) Investments (including debt obligations and capital stock) received in connection with the bankruptcy or reorganization, or in settlement of delinquent obligations, of, and other disputes with, customers, suppliers and other Persons obligated to the Borrower or any Restricted Subsidiary. (q) Investments made on the Effective Date in Black Warrior Methane Corp., an Alabama corporation, and Black Warrior Transmission Corp., an Alabama corporation, as part of the consummation of the EP Acquisition. (r) Investments made from net proceeds from the sale of Equity Interests so long as (i) any such Investment is made within 135 days after the receipt of such proceeds, (ii) no Default or Event of Default has occurred and is continuing or would result from such Investment and (iii) no Borrowing Base Deficiency exists at such time. (s) so long as no Default or Event of Default has occurred and is continuing or would result from such Investments and no Borrowing Base Deficiency exists at such time, other Investments not to exceed $25,000,000 35,000,000 in the aggregate outstanding at any time.